Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38457 | |
Entity Registrant Name | Luduson G Inc. | |
Entity Central Index Key | 0001737193 | |
Entity Tax Identification Number | 82-3184409 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 17/F | |
Entity Address, Address Line Two | 80 Gloucester Road | |
Entity Address, City or Town | Wanchai | |
Entity Address, Country | HK | |
Entity Address, Postal Zip Code | 00000 | |
City Area Code | +852 | |
Local Phone Number | 2818 7199 | |
Title of 12(b) Security | Common Stock, par value US$0.0001 | |
Trading Symbol | LDSN | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,210,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Investment in Unlisted shares | $ 2,821 | $ 2,821 |
Total current assets | 2,821 | 2,821 |
TOTAL ASSETS | 2,821 | 2,821 |
Current liabilities | ||
Accrued liabilities and other payables | 81,000 | 81,000 |
Total current liabilities | 81,000 | 81,000 |
TOTAL LIABILITIES | 81,000 | 81,000 |
SHAREHOLDERS’ EQUITY | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding at March 31, 2023 and December 31, 2022 respectively | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized, 28,210,000 and 28,210,000 shares issued and outstanding at March 31, 2023 and December 31, 2022 respectively | 2,821 | 2,821 |
Additional paid-in capital | 1,032,179 | 1,032,179 |
Accumulated loss | (1,113,179) | (1,113,179) |
Shareholders’ deficit | (78,179) | (78,179) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 2,821 | $ 2,821 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 28,210,000 | 28,210,000 |
Common Stock, Shares, Outstanding | 28,210,000 | 28,210,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, net | $ 0 | $ 0 |
Cost of revenue | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
Audit fee | 0 | 0 |
LOSS BEFORE INCOME TAXES | 0 | 0 |
Income tax expenses | 0 | 0 |
NET LOSS AND COMPREHENSIVE LOSS | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ 0 | $ 0 |
Earnings Per Share, Diluted | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding, Basic | 28,210,000 | 28,210,000 |
Weighted Average Number of Shares Outstanding, Diluted | 28,210,000 | 28,210,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flow from operating activities: | ||
Net loss | $ 0 | $ 0 |
Change in operating assets and liabilities: | ||
Accrued expenses and other payable | 0 | 0 |
Net cash provided by / (used in) operating activities | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 0 | 0 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for tax | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance as at January 1, 2023 at Dec. 31, 2021 | $ 2,821 | $ 1,032,179 | $ (1,070,179) | $ (35,179) |
Beginning balance, shares at Dec. 31, 2021 | 28,210,000 | |||
Net loss for the period | $ 0 | 0 | 0 | 0 |
Balance as at March 31, 2023 at Mar. 31, 2022 | $ 2,821 | 1,032,179 | (1,070,179) | (35,179) |
Beginning balance, shares at Mar. 31, 2022 | 28,210,000 | |||
Balance as at January 1, 2023 at Dec. 31, 2022 | $ 2,821 | 1,032,179 | (1,113,179) | (78,179) |
Beginning balance, shares at Dec. 31, 2022 | 28,210,000 | |||
Net loss for the period | $ 0 | 0 | 0 | 0 |
Balance as at March 31, 2023 at Mar. 31, 2023 | $ 2,821 | $ 1,032,179 | $ (1,113,179) | $ (78,179) |
Beginning balance, shares at Mar. 31, 2023 | 28,210,000 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | NOTE – 1 DESCRIPTION OF BUSINESS AND ORGANIZATION Luduson G Inc. ("the Company" or "LDSN") was organized under the laws of the State of Delaware on March 6, 2014 under the name Jovanovic-Steele, Inc. The Company’s name was changed to Baja Custom Designs, Inc. on November 30, 2017. The Company was established as part of the Chapter 11 Plan of Reorganization of Pacific Shores Development, Inc. ("PSD"). The Company’s name was further changed to Luduson G Inc. on July 15, 2020. Currently, the Company is actively seeking new business which has the potential to generate a healthy stream of income. The management has primarily targeted an entertainment company which mainly engages in the service of building and fostering relationships between leading influencers and brands, through identifying and partnering with top influencers across a range of industries and social media platforms. The Company is principally engaged in influencer management, commercial film production and online ecosystem development company, with the target to provide a unified entertainment universe for Southeast Asian market and fans of the genre around the world. Description of subsidiaries As of March 31, 2023, the Company has the following subsidiaries: Description of Subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/paid up share capital Effective interest held Luduson Holding Company Limited British Virgin Island Investment holding 10,000 ordinary shares at par value of $1 100 Luduson Entertainment Limited Hong Kong Sales and marketing 10,000 ordinary shares for HKD10,000 100 G Music Asia Limited British Virgin Islands Event planning 2 ordinary shares at par value of $1 100 All of the subsidiaries have been deconsolidated on May 12, 2023. |
PROPOSED REVERSE ACQUISITION AN
PROPOSED REVERSE ACQUISITION AND SPIN-OUT | 3 Months Ended |
Mar. 31, 2023 | |
Proposed Reverse Acquisition And Spin-out | |
PROPOSED REVERSE ACQUISITION AND SPIN-OUT | NOTE – 2 PROPOSED REVERSE ACQUISITION AND SPIN-OUT The Company is in the process of negotiating a definitive agreement (the “Definitive Agreement”) with the target business (the “Target”), which is primarily engaged in influencer management, commercial film production and online ecosystem development company, with the target to provide a unified entertainment universe for Southeast Asian market and fans of the genre around the world. The Company is expected to issue a minimum of 90% fully diluted shares to the business owner of the Target, in exchange for 100% of their European company and the whole operation. After such transaction, the business owner of the Target gains the control of the Company and in effect completes a business combination of the Target with the Company, resulting in a reverse acquisition (the “Reverse Acquisition”). The European company includes the experienced team with full employment contracts, expertise, and customer and supplier list, but has immaterial tangible assets and liabilities. The estimated NAV is foreseen to create a big profit for the Company, with more than 1,000 Greater China influencers having a very dominant track record in the Hong Kong movie industry. At the same time, the deconsolidated 3 entities will be returned to the Director(s) (the “Spin-out”). An 8-k will be announced shortly after the Reverse Acquisition and Spin-out to reflect the timely and accurate presentation of the Company. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE – 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited pro-forma financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes. l Basis of presentation The accompanying unaudited pro-forma financial statements of the Company have been prepared by management in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and to give effect to the Reverse Acquisition and Spin-out of the Company’s subsidiaries to the Director(s). In the opinion of management, the unaudited pro-forma financial statements include all adjustments necessary for the fair presentation of the transactions described in Note 2 for the purpose of the Reverse Acquisition (see “Pro-Forma Assumptions and Adjustments” described below). The unaudited pro−forma statement of financial position has been prepared as if the Spinout described in Note 2 had occurred on December 31, 2022 for the proposed Reverse Acquisition. The unaudited pro−forma statement of income/ (loss) and comprehensive income/ (loss) for the 3 months ended March 31, 2023 has been prepared as if the Spinout had occurred on January 1, 2022. The unaudited pro-forma financial statements have been prepared for illustrative purposes only and may not be indicative of the financial position and results of operations that would have occurred if the transactions had taken place on the dates indicated or of the financial position or operating results which may be obtained in the future. The unaudited pro-forma financial statements are not a forecast or projection of future results. The actual consolidated financial statements and results of the Company and its subsidiaries for any period following March 31, 2023 will likely vary from the amounts set forth in the unaudited pro forma financial statements and such variation may be material These accompanying unaudited pro-forma financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis. l Pro-forma Assumptions and Adjustments The unaudited pro-forma financial statements incorporate the following pro-forma assumptions and adjustments to give effect to the transactions described in Note 2 as if they had occurred on December 31, 2022 and January 1 2022 in the case of the unaudited pro-forma statement of financial position and statement of income (loss) and comprehensive income (loss) respectively: a. Spin-out of the Company’s subsidiaries’ assets and liabilities to the existing Director(s) Pursuant to the Definitive Agreement of the Target obtained, the Company will transfer all the deconsolidated business, corporate, legal and accounting books, records and documents, assets, all equipment, hardware, software, office supplies, fixtures, and other tangible property owned, leased or held by or on behalf of the Company at a consideration of carrying value at balance sheet date of $2,821. b. Reverse acquisition accounting The Company will complete such Reverse Acquisition transaction pursuant to the Merger Accounting standard, in which the Company as the legal acquirer will acquire the Target which is deemed to be the accounting acquirer. For accounting purposes, the Company is deemed to be the accounting acquiree in such reverse acquisition transaction. The accounting acquirer will be the surviving legal entity in the Reverse Acquisition and continues to issue financial statements. The financial reporting will then reflect the accounting from the perspective of the accounting acquirer, except for the legal capital, which is retroactively adjusted to reflect the capital of the legal acquirer (accounting acquiree) in accordance with ASC 805-40-45-1. The unaudited pro-forma financial statement is adjusted and prepared for the purpose of the reverse acquisition accounting with the accounting acquirer. l Use of estimates and assumptions In preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. l Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. l Income taxes The Company adopted the ASC 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. l Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three months ended March 31, 2023 and 2022. l Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement l Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. l Commitments and contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. l Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables and operating lease right-of-use assets approximate their fair values because of the short maturity of these instruments. l Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE – 4 STOCKHOLDERS’ EQUITY Authorized shares As of March 31, 2023 and December 31, 2022, the authorized share capital of the Company consisted of 100,000,000 0.0001 20,000,000 0.0001 The Company's first issuance of common stock, totalling 580,000 shares, took place on March 6, 2014 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of Pacific Shores Development, Inc. (“PSD”). The Court ordered the distribution of shares in the Company to all general unsecured creditors of PSD, with these creditors to receive their Pro Rata share (according to amount of debt held) of a pool of 80,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all administrative creditors of PSD, with these creditors to receive one share of common stock in the Company for each $0.10 of PSD's administrative debt which they held. A total of 500,000 shares were issued to PSD’s administrative creditors. The Court has also ordered the distribution of 2,500,000 warrants in the Company to all administrative creditors of PSD, with these creditors to receive five warrants in the Company for each $0.10 of PSD's administrative debt which they held. These creditors received 2,500,000 warrants consisting of 500,000 “A Warrants” each convertible into one share of common stock at an exercise price of $4.00; 500,000 “B Warrants” each convertible into one share of common stock at an exercise price of $5.00; 500,000 “C Warrants” each convertible into one share of common stock at an exercise price of $6.00; 500,000 "D Warrants" each convertible into one share of common stock at an exercise price of $7.00; and 500,000 “E Warrants” each convertible into one share of common stock at an exercise price of $8.00. All warrants are exercisable at any time prior to August 30, 2025. As of the date of this report, no warrants have been exercised. On May 22, 2020, the Company consummated the acquisition of LHCL and agreed to issue to the shareholders of LHCL Ten Million (10,000,000) shares of its common stock, at a value of $0.10 per share, for an aggregate value of $1,000,000. As of March 31, 2023, no warrants have been exercised. Issued and outstanding shares As of March 31, 2023 and December 31, 2022, 28,210,000 2,500,000 |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE – 5 INCOME TAX The Company mainly operates in Penang, Malaysia, and other parts of Asia, and is subject to different taxes in the governing jurisdictions in which it operates. The effective tax rate in the period presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate, as follows: United States of America LDSN is registered in the State of Delaware and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in May 2020. As of March 31, 2023, the operations in the United States of America incurred nil cumulative net operating income which can be carried forward to offset future taxable income. Any net operating loss carry forwards begin to expire in 2038, if unutilized. ASC 740, Accounting for Income Taxes |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE – 6 RELATED PARTY TRANSACTIONS Apart from the transactions and balances detailed elsewhere in these accompanying financial statements, the Company has no other significant or material related party transactions during the periods presented. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE – 7 COMMITMENTS AND CONTINGENCIES As of March 31, 2023, the Company has no material commitments or contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE – 8 SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | l Basis of presentation The accompanying unaudited pro-forma financial statements of the Company have been prepared by management in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and to give effect to the Reverse Acquisition and Spin-out of the Company’s subsidiaries to the Director(s). In the opinion of management, the unaudited pro-forma financial statements include all adjustments necessary for the fair presentation of the transactions described in Note 2 for the purpose of the Reverse Acquisition (see “Pro-Forma Assumptions and Adjustments” described below). The unaudited pro−forma statement of financial position has been prepared as if the Spinout described in Note 2 had occurred on December 31, 2022 for the proposed Reverse Acquisition. The unaudited pro−forma statement of income/ (loss) and comprehensive income/ (loss) for the 3 months ended March 31, 2023 has been prepared as if the Spinout had occurred on January 1, 2022. The unaudited pro-forma financial statements have been prepared for illustrative purposes only and may not be indicative of the financial position and results of operations that would have occurred if the transactions had taken place on the dates indicated or of the financial position or operating results which may be obtained in the future. The unaudited pro-forma financial statements are not a forecast or projection of future results. The actual consolidated financial statements and results of the Company and its subsidiaries for any period following March 31, 2023 will likely vary from the amounts set forth in the unaudited pro forma financial statements and such variation may be material These accompanying unaudited pro-forma financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis. |
Pro-forma Assumptions and Adjustments | l Pro-forma Assumptions and Adjustments The unaudited pro-forma financial statements incorporate the following pro-forma assumptions and adjustments to give effect to the transactions described in Note 2 as if they had occurred on December 31, 2022 and January 1 2022 in the case of the unaudited pro-forma statement of financial position and statement of income (loss) and comprehensive income (loss) respectively: a. Spin-out of the Company’s subsidiaries’ assets and liabilities to the existing Director(s) Pursuant to the Definitive Agreement of the Target obtained, the Company will transfer all the deconsolidated business, corporate, legal and accounting books, records and documents, assets, all equipment, hardware, software, office supplies, fixtures, and other tangible property owned, leased or held by or on behalf of the Company at a consideration of carrying value at balance sheet date of $2,821. b. Reverse acquisition accounting The Company will complete such Reverse Acquisition transaction pursuant to the Merger Accounting standard, in which the Company as the legal acquirer will acquire the Target which is deemed to be the accounting acquirer. For accounting purposes, the Company is deemed to be the accounting acquiree in such reverse acquisition transaction. The accounting acquirer will be the surviving legal entity in the Reverse Acquisition and continues to issue financial statements. The financial reporting will then reflect the accounting from the perspective of the accounting acquirer, except for the legal capital, which is retroactively adjusted to reflect the capital of the legal acquirer (accounting acquiree) in accordance with ASC 805-40-45-1. The unaudited pro-forma financial statement is adjusted and prepared for the purpose of the reverse acquisition accounting with the accounting acquirer. |
Use of estimates and assumptions | l Use of estimates and assumptions In preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Cash and cash equivalents | l Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. |
Income taxes | l Income taxes The Company adopted the ASC 740 Income tax The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. |
Uncertain tax positions | l Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three months ended March 31, 2023 and 2022. |
Foreign currencies translation | l Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations. The reporting currency of the Company is United States Dollar ("US$") and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement |
Related parties | l Related parties The Company follows the ASC 850-10, Related Party Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitments and contingencies | l Commitments and contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Fair value of financial instruments | l Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayments and other receivables and operating lease right-of-use assets approximate their fair values because of the short maturity of these instruments. |
Recent accounting pronouncements | l Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Subsidiaries | Description of Subsidiaries Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of registered/paid up share capital Effective interest held Luduson Holding Company Limited British Virgin Island Investment holding 10,000 ordinary shares at par value of $1 100 Luduson Entertainment Limited Hong Kong Sales and marketing 10,000 ordinary shares for HKD10,000 100 G Music Asia Limited British Virgin Islands Event planning 2 ordinary shares at par value of $1 100 |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Luduson Holding [Member] | |
Name of subsidiary | Luduson Holding Company Limited |
Place of incorporation | British Virgin Island |
Principal activity | Investment holding |
Share capital | 10,000 ordinary shares at par value of $1 |
Ownership percentage | 100% |
Luduson Entertainment [Member] | |
Name of subsidiary | Luduson Entertainment Limited |
Place of incorporation | Hong Kong |
Principal activity | Sales and marketing |
Share capital | 10,000 ordinary shares for HKD10,000 |
Ownership percentage | 100% |
G Music Asia [Member] | |
Name of subsidiary | G Music Asia Limited |
Place of incorporation | British Virgin Islands |
Principal activity | Event planning |
Share capital | 2 ordinary shares at par value of $1 |
Ownership percentage | 100% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 28,210,000 | 28,210,000 |
Common Stock, Shares, Outstanding | 28,210,000 | 28,210,000 |
Class of Warrant or Right, Outstanding | 2,500,000 | 2,500,000 |
[custom:ClassOfWarrantOrRightExercisable-0] | 2,500,000 | 2,500,000 |