UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | ||
| SECURITIES EXCHANGE ACT OF 1934 | |||
| For the fiscal year ended December 31, 2023 | |||
| OR | |||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | ||
| SECURITIES EXCHANGE ACT OF 1934 | |||
| For the transition period from ______________ to ______________ |
Commission file number: 000-55999
LUDUSON G INC.
(Exact name of registrant as specified in its charter)
| delaware | 82-3184409 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 35/F, Central Plaza, 18 Harbour Road | ||
| Wanchai, Hong Kong | 00000 | |
| (Address of principal executive offices) | (zip code) |
Registrant’s telephone number, including area code: + 852 2824 8560
Securities registered pursuant to Section 12(b) of the Act: LDSN
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
Title of each class
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Common Stock | Outstanding as of March 07, 2024 | |
| Common Stock, $.0001 par value per share | 508,466,410 shares |
The aggregate market value of 53,020,000 shares of Common Stock of the registrant held by non-affiliates on December 29, 2023, the last business day of the registrant’s year ended December 31, 2023, computed by reference to the closing price reported by OTC Markets on that date is $11,293,260.
DOCUMENTS INCORPORATED BY REFERENCE: None
EXPLANATORY NOTE
Luduson G Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2024 (the “Original 2023 Form 10-K”). The purpose of this Amendment No. 1 is solely to revise the disclosure under the listing captioned “Principal Accounting Fees and Services” of Item 14 included with the Original 2023 Form 10-K.
Except as described above, this Amendment No. 1 does not amend, modify, or otherwise update any other information in the Original 2023 Form 10-K and does not reflect events occurring after the filing of the Original 2023 Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 2023 Form 10-K and the Company’s other filings with the SEC.
TABLE OF CONTENTS.
| Page | ||
| Part I | ||
| Item 1 | Description of Business | 1 |
| Item 1A | Risk Factors | 13 |
| Item 1B | Unresolved Staff Comments | 34 |
| Item 1C | Cybersecurity | 34 |
| Item 2 | Properties | 34 |
| Item 3 | Legal Proceedings | 35 |
| Item 4 | Mine Safety Disclosures | 35 |
| Part II | ||
| Item 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 36 |
| Item 6 | Reserved | 36 |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 37 |
| Item 7A | Quantitative and Qualitative Disclosures about Market Risk | 40 |
| Item 8 | Financial Statements and Supplementary Data | 40 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 41 |
| Item 9A | Controls and Procedures | 41 |
| Item 9B | Other Information | 42 |
| Item 9C | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 42 |
| Part III | ||
| Item 10 | Directors and Executive Officers and Corporate Governance | 43 |
| Item 11 | Executive Compensation | 45 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 48 |
| Item 13 | Certain Relationships and Related Transactions, and Director Independence | 49 |
| Item 14 | Principal Accounting Fees and Services | 49 |
| Part IV | ||
| Item 15 | Exhibits, Financial Statement Schedules | 50 |
| Item 16 | Form 10-K Summary | 50 |
| Signatures | 51 |
| i |
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
This is a Voluntary Filing by the Company. The Company is in the process of engaging a PCAOB audit firm.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 3, 2024 | By: | /s/ Man Fai CHENG |
Man Fai CHENG (Principal Executive Officer) |
| Date: April 3, 2024 | By: | /s/ Eng Wah KUNG |
Eng Wah KUNG (Principal Financial Officer) |
