U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| (Mark One) | ||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended |
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:
(Exact Name of Registrant as Specified in its Charter)
| (State of other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification Number) |
(Address of registrant’s principal executive offices)
Registrant’s telephone number, including
area code:
Securities registered under Section 12(g) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A |
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.
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).
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 ☐ | |
| 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
is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of April 30, 2025, the issuer had shares of common stock issued and outstanding.
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 17 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 19 |
| Item 4. | Controls and Procedures | 20 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 22 |
| Item 1A. | Risk Factors | 22 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 3. | Defaults Upon Senior Securities | 22 |
| Item 4. | Submission of Matters to a Vote of Security Holders | 22 |
| Item 5. | Other Information | 22 |
| Item 6. | Exhibits | 24 |
| 2 |
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to our filings with the SEC under the Exchange Act and the Securities Act of 1933, as amended, including the Risk Factors section of the Company’s Annual Report for the year ended December 31, 2024 on Form 10-K filed with the SEC on April 02, 2025.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
| 3 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LUDUSON G INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| March 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventory, net | ||||||||
| Total Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accrued liabilities and other payables | $ | $ | ||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of March 31, 2025 and December 31, 2024 respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated loss | ( | ) | ( | ) | ||||
| Shareholders’ Equity | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to financial statements.
| 4 |
LUDUSON G INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
(Currency expressed in United States Dollars (“US$”))
| Three Months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Income from operations | ( | ) | ||||||
| Other income (expense) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ||||||
| Asset-based compensation | ( | ) | ||||||
| Total other income (expense) | ( | ) | ||||||
| Income before income tax provision | ( | ) | ||||||
| Income tax | ||||||||
| Net Income | $ | ( | ) | $ | ||||
| Net income per share | ||||||||
| Basic and diluted | $ | $ | ||||||
| Weighted average shares outstanding | ||||||||
| Basic and diluted | ||||||||
See accompanying notes to financial statements.
| 5 |
LUDUSON G INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”))
| Three Months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Stock based compensation | ( | ) | ||||||
| Changes in assets and liabilities | ||||||||
| (Increase) in inventory | ||||||||
| (Increase) in other receivables and other current assets | ( | ) | ||||||
| Increase in accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Purchase of equipment | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Repayment to borrowings | ||||||||
| Proceeds from sale of subsidiaries | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign currency translation on cash and cash equivalents | ||||||||
| Net increase in cash and cash equivalents | ( | ) | ||||||
| Cash and Cash Equivalents | ||||||||
| Beginning | ||||||||
| Ending | $ | $ | ||||||
| Supplemental Disclosure of Cash Flows | ||||||||
| Cash paid during the periods for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Debt converted to common stock | $ | $ | ||||||
| Issuance of common stock for Metaverse Innovation Laboratory as long-term assets | $ | $ | ||||||
See accompanying notes to financial statements.
| 6 |
LUDUSON G INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Common Stock | Treasury Stock | Additional | Total | |||||||||||||||||||||||||
| Number of | Number of | paid-in | Retained | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | earnings | Equity | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | – | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| Net Income for the year ended December 31, 2024 | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Shares issued for the purchase of Metaverse Innovation Laboratory January 10, 2024 | – | |||||||||||||||||||||||||||
| Shares issued on April 5, 2024, at par to Mr. Lap Yan CHEUNG, the Company’s COO for the services provided to the Company | – | |||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Net income for the 3 months ended March 31, 2025 | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | – | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See accompanying notes to financial statements.
| 7 |
LUDUSON G INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
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.
On July 06, 2023, the Company completed the Reverse Takeover of Glamourous Group Holding Limited (“GGHI”), a limited liability company incorporated in the United Kingdom of England and Wales, by the issuance of 320,000,000 common shares to Ho Chi Wan, the sole shareholder of GGHI, on July 01, 2023. The issuance of the shares was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof on the basis that the transaction did not involve a public offering. The shares are subject to restrictions on resale pursuant to Commission Rule 144 under the Securities Act.
As of May 24, 2023, the Company disposed of the investment in unlisted shares (“Unlisted Shares”), which are the subsidiaries that had been deconsolidated on May 12, 2023, to Mr. Lan CHAN, a substantial shareholder of the Company at a consideration of $2,821. The Unlisted Shares were classified as a financial asset at fair value through profit or loss at a carrying value of $2,821 as of the disposal date. There was no gain or loss arising from the disposal.
The Company issued an equivalent of 91.9% fully diluted shares to the business owner of the Target, Ms Ho Chi Wan, in exchange for 100% of the Target and the whole operation. After such a transaction, Ms Wan gained control of the Company and in effect completed a business combination of the Target with the Company, resulting in a reverse acquisition (the “Reverse Acquisition”). Glamourous Group Holding Limited includes an 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 entities will be returned to the former Director(s) (the “Spin-out”).
On September 26, 2023, Glamourous Group Holding Limited (UK) has been merged and replaced with a Hong Kong entity, Glamorous Holdings International Company Limited as part of group restructuring. The Company have also rolled in Glamourous Holdings Company Limited (HK) as part of the group restructuring (together the “Hong Kong Subsidiaries”).
On January 10, 2024, the Company issued shares of common stock for a total compensation of $ calculated with the quoted market price on OTC Markets of $ per share as of the date of the agreement to Dr. Kin Fat CHAN, the major shareholder of Metaverse Innovation Laboratory (the “Projects”) with Headquarters in Shenzhen, China, for the purchase and performance of the Projects.
On June 28, 2024, the Company launched a collaboration
venture focusing on the innovative and dynamic field of Pixel Art with V1-Play Pixel Art, a private business of the Company’s Chief
Operating Officer, Yap Lan CHEUNG. V1-Play Pixel Art (https://v1play-hk.odoo.com/), known for its unique blend of technology and creativity,
represents a significant growth opportunity for the Company. Our dedicated team has been working diligently to develop and implement this
new division, which promises to deliver exceptional value to our stakeholders and elevate the Company's standing in the digital art industry.
This new business is estimated to be worth an impressive $
| 8 |
On September 28, 2024, the Company disposed LWH Consulting Sdn Bhd, a former 100% owned subsidiary of the Company as director’s renumeration (see Note – 2 “Roll in of LWH Consulting”).
On December 20, 2024, in line with the Company’s revisited investment focus, the Hong Kong Subsidiaries, along with the Projects and the Investment in Unlisted Shares, were disposed of and replaced by Glamourous Pictures Group Limited to support further growth.
The Company is currently refining the second stage of its restructuring plan, focusing on optimizing operations and enhancing strategic initiatives to drive sustainable growth. As part of this transformation, we are actively evaluating new opportunities and aligning our resources to strengthen our market position. In line with these efforts, we will be introducing fresh leadership and innovative perspectives to propel the Company forward. We anticipate announcing our new strategic direction for 2025 in the coming months, marking a significant step in our evolution and commitment to long-term success.
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 | ||||
The Company and its subsidiaries are hereinafter referred to as (the “Company”).
NOTE – 2 ROLL IN OF LWH CONSULTING
On March 28, 2024, the Company rolled in LWH Consulting Sdn Bhd (“LWH Consulting”), a limited liability company incorporated in Malaysia, to carry out the provision of listing consulting services for clients with business interests in the Greater Bay Area in China and other parts of the world and assisting them to achieve the largest market value for listing in a short period. LWH Consulting is a boutique listing consulting firm with extensive relationships, network and solid experience in the industry and assist clients in accessing the global capital markets including but not limited to the US stock exchanges, the most robust financial markets with a diverse investor base to optimize liquidity.
During the three months ended March 31, 2024,
LWH Consulting successfully reorganized GSG Group Inc. (OTC: GSGG) such that GSGG is able to raise funds from investors and on capital
markets. The Company received shares of GSGG’s common stock as compensation for the services provided. The 300,000 shares
are valued by the Company as Level 3 financial assets under the fair-value hierarchy stipulated by the U.S. GAAP. More information on
the valuation of these assets has been detailed in Notes to the Financial Statements under Note 3 ‘Fair Value of Financial Instruments’.
The Company determined a $
| 9 |
NOTE – 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated 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
These accompanying unaudited condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they 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. Operating results for the interim period ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 02, 2025.
l Use of estimates and assumptions
In preparing these condensed consolidated 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 Basis of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
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 Accounts receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of March 31, 2025 and December 31, 2024, there were allowances for doubtful debts of and respectively.
| 10 |
l Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
| Expected useful lives | |||
| Plant and Equipment |
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Depreciation expense for the three months ended March 31, 2025 and 2024 were and respectively.
l Revenue recognition
The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:
| · | identify the contract with a customer; | |
| · | identify the performance obligations in the contract; | |
| · | determine the transaction price; | |
| · | allocate the transaction price to performance obligations in the contract; and | |
| · | recognize revenue as the performance obligation is satisfied. |
l Income taxes
The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
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.
| 11 |
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, 2025 and 2024.
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 consolidated statement of operations.
The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. 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”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.
l Comprehensive income
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
l Debt issued with common stock
Debt issued with common stock is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt With Conversion or Other Options. The Company recorded the relative fair value of common stock and warrants related to the issuance of debt as a debt discount or premium. The discount or premium is subsequently amortized to interest expense over the expected term of the debt.
l Leases
The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” For all periods presented. This standard requires lessees to recognize lease assets (“right of use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of 12 months.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.
| 12 |
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
l Related parties
The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
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 unaudited condensed consolidated 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. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. 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 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
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 condensed consolidated 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.
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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
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company has assessed and concluded that the impact of recently issued standards that became effective for the period did not have a material impact on its financial position or results of operations upon adoption.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and believes that the future adoption of any such pronouncements is not expected to cause a material impact on its financial condition or the results of its operations.
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NOTE – 4 STOCKHOLDERS’ EQUITY
Authorized shares
As of March 31, 2025, the authorized share capital of the Company consisted of shares of common stock with $ par value (December 31, 2023: shares of common stock), and shares of preferred stock also with $ par value (December 31, 2023: shares of preferred stock). No other classes of stock are authorized.
The Company's first issuance of common stock, totaling 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 Luduson Holding Company Limited (“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. LHCL has been deconsolidated and disposed on May 12, 2023.
As of March 31, 2025, warrants have been exercised.
Issued and outstanding shares
As of March 31, 2025, common shares
were issued and outstanding (December 31, 2024: common shares issued and outstanding), and
NOTE – 5 INCOME TAX
As of September 28, 2024, The Company has ceased
all operations in Malaysia, as previously disclosed in the most recent Form 10-K. Consequently, the Company did not generate any revenue
and incurred net operating losses during the reporting period. Accordingly,
The Company has accumulated net operating loss carryforwards resulting in deferred tax assets. However, due to the uncertainty surrounding future taxable income and the Company's inactive status, management has determined that it is more likely than not that these deferred tax assets will not be realized. As a result, a full valuation allowance has been maintained against the deferred tax assets in accordance with ASC 740.
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No material changes in tax laws or rates have occurred during the reporting period that would impact the Company's income tax position. Additionally, the Company has not identified any uncertain tax positions that would require disclosure under ASC 740.
NOTE – 6 RELATED PARTY TRANSACTIONS
As of March 31, 2025, the Company has no related party transactions.
NOTE – 7 COMMITMENTS AND CONTINGENCIES
As of March 31, 2025, the Company has no material commitments or contingencies.
NOTE – 8 SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the Pro-forma financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2025, up through the date the Company issued the unaudited pro-forma financial statements.
As of March 31, 2025, the Company has no subsequent events.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in the report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Cautionary Note Concerning Forward-Looking Statements” on page 2.
The description of our business included in this quarterly report is summary in nature and only includes material developments that have occurred since the latest full description. The full discussion of the history and general development of our business is included in “Item 1. Description of Business” section of the Company’s Annual Report on Form 10-K filed with the SEC on April 02, 2025 (the “10-K”), which section is incorporated by reference.
Currency and exchange rate
Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “US$” refer to the legal currency of the United States. References to “Hong Kong Dollar” are to the Hong Kong Dollar, the legal currency of the Hong Kong Special Administrative Region of the People’s Republic of China. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Risk Factors
Impact of heightened volatility in interest rates
Following the global stabilization of the COVID-19 pandemic, the Company continues to assess any lingering impacts on workforce dynamics and supply chain resilience. However, attention has increasingly shifted toward addressing broader economic uncertainties, particularly the volatility in interest rates and evolving market conditions. Over the past two years, rising interest rates have had a significant global impact, including across Southeast Asia. Higher rates have increased borrowing costs, influenced client spending patterns, and slowed business investments—factors that may directly affect consulting firms like ours.
Monetary authorities across Southeast Asia, including Bank Negara Malaysia and the Monetary Authority of Singapore, have adjusted their policies in response to persistent inflationary pressures and broader macroeconomic developments. The rise in interest rates presents a potential risk to the Company, as it may increase the cost of borrowing, constrain access to affordable financing, and influence the capital expenditure decisions of our clients. These dynamics could result in delays, deferrals, or reductions in consulting project engagements, thereby impacting the Company's revenue streams.
The Company remains vigilant in closely monitoring interest rate trends and their potential influence on client budgets and market demand. We continue to adopt proactive measures to mitigate these risks, ensuring our business remains resilient and responsive to the evolving economic landscape.
We believe that the Company can generate sufficient cash flow over the next 12 months to implement the revised business plan. We believe that we will need approximately $1.5 million to implement our revised business plan for the 12 months thereafter.
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Risk Factors Relating to Doing Business in Hong Kong
We are not a Chinese operating company but a Delaware holding company. Our operations will be conducted through our wholly owned subsidiaries based in Asia, including but not limited to Malaysia and Hong Kong. Our to be holding company structure presents unique risks as our investors may never directly hold equity interests in our Malaysia and Hong Kong subsidiaries and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Our Hong Kong subsidiaries will not require to obtain permission from the Chinese authorities including the China Securities Regulatory Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to operate or to issue securities to foreign investors. The business of our subsidiaries will not be subjected to cybersecurity review with the Cyberspace Administration of China, or CAC, given that: (i) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities; (ii) we do not possess a large amount of personal information in our business operations. In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues which are provided by us and audited by our auditor, and the fact that we currently do not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than RMB400 million. Currently, these statements and regulatory actions have had no impact on our daily business operations, or the ability to accept foreign investments and list our securities on a U.S. or other foreign exchange. However, since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on a U.S. or other foreign exchange.
Further, in light of the recent statements and regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of the uncertainty of any future actions of the PRC government in this regard, including the risk that we inadvertently conclude that such approvals are not required, that applicable laws, regulations or interpretations change such that we are required to obtain approvals in the future, which may result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors, and the resulting adverse change in value to our common stock. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with such rules and regulations, which could adversely affect the ability of the Company’s securities to continue to trade on the Over-the-Counter Bulletin Board, which may cause the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company and the offering associated with our operations in Hong Kong, please refer to “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong.” set forth in the 10-K.
Results of Operations
Comparison of the three months ended March 31, 2025 and 2024
We recorded revenues of $0 (three months ended March 31, 2024: $1,500,000) and incurred no cost of goods sold in the unaudited pro-forma financial statements for the three months ended March 31, 2025 (“1Q2025”) (three months ended March 31, 2024 (“1Q2024”): nil). We recorded nil gross profit in 1Q2025 (gross profit of $1,500,000 in 1Q2024).
We recorded operating expenses of $3,524 in 1Q2025 (1Q2024: $4,943) which comprised of general and administrative expenses.
There was a net loss of $3,524 in 1Q2025 (1Q2024: net income of $1,463,422).
Our total assets as of March 31, 2025 were $12,055 (December 31, 2024: $12,055).
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Our total liabilities as of March 31, 2025 were $104,382 (December 31, 2024: $100,858).
As of March 31, 2025 the Company had authorized 1,000,000,000 shares of common stock with a par value of $0.0001 per share. 563,466,410 shares were issued and outstanding (December 31, 2024: 563,466,410 common shares issued and outstanding), and 2,500,000 warrants to acquire common shares were issued and exercisable (December 31, 2024: 2,500,000 warrants).
We reported an accumulated deficit of $22,786,438 as of March 31, 2025 (December 31, 2024: $22,782,914). We had cash and cash equivalent of $12,055 as of March 31, 2025 (December 31, 2024: $12,055).
Cost of Revenue. There was no cost of revenue as reported in 1Q2025 and 1Q2024.
Gross Profit. There was gross profit of $0 as reported in 1Q2025 (1Q2024: $1,500,000 ).
General and Administrative Expenses (“G&A”). We incurred G&A expenses of $3,524 in 1Q2025 (1Q2024: $4,943).
Income Tax Expense. There were no income tax expenses in 1Q2025 and 1Q2024.
Net Income. We recorded a net loss of $3,524 in 1Q2025 (1Q2024: net income of $1,463,422).
Liquidity and Capital Resources
As of March 31, 2025, the Company has assets of $12,055 (December 31, 2024: $12,055).
In 1Q2025, the Company used net cash of $0 from operating activities, financing and investing activities (1Q2024: $29,635).
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.
Summary of significant accounting policies
Refer to Note 3 of the financial statements in ITEM 1 above.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined by Item 10 (f)(1) of Regulation S-K, we are not required to provide the information required by this item.
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ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of March 31, 2025, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), who concluded, that (i) there continues to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the period covered by this report that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of March 31, 2025.
However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our fiscal quarter ended March 31, 2025, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
Cybersecurity Risk Management and Strategy
While The Company has not yet formally adopted a comprehensive cybersecurity policy and process for assessing, identifying, and managing material risks from cybersecurity threats, the Company acknowledges the increasing threats posed by cyber-attacks, data breaches, ransomware, and other forms of malicious cyber activity. As a result, cybersecurity remains an area of focus, and the Company is taking steps to mitigate risks to its systems, data, and operations. The Company has not experienced any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.
Cybersecurity Governance
Currently, the Company addresses cybersecurity through the following general practices:
Risk Awareness and Monitoring:
The Company is actively monitoring potential cybersecurity risks, including external cyber threats and internal vulnerabilities, using available resources and tools. We are committed to keeping abreast of emerging cybersecurity trends to better identify and assess risks to our systems.
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Internal Practices:
The Company enforces basic security measures within the organization, such as password protocols, access controls, and employee awareness regarding secure data handling. Employees are encouraged to be vigilant about cybersecurity threats, including phishing and unauthorized access attempts.
Incident Response Preparedness:
Although a formalized response plan has not yet been adopted, the Company is aware of the importance of being prepared for potential cybersecurity incidents. The Company is taking steps to develop an incident response framework to ensure a timely and effective reaction in the event of a cyber breach.
Third-Party Risk Management:
The Company acknowledges the need to assess the cybersecurity practices of third-party vendors and service providers that have access to the Company’s systems or data. We are in the process of establishing better practices for evaluating the cybersecurity standards of these third parties.
Cybersecurity Incidents
As of the date of this filing, the Company has not experienced any material cybersecurity incidents, such as data breaches, cyber-attacks, or other disruptions to operations. However, the Company recognizes that cyber threats are ever-present and evolving, and we continue to monitor the situation carefully.
Cybersecurity Policy Development
The Company intends to adopt a formal Cybersecurity Policy in the near future. This policy will be designed to address the increasing cybersecurity risks and provide a structured approach for safeguarding Company data, protecting systems, and ensuring compliance with relevant regulations. the Company plans to implement best practices, invest in security technologies, and develop an internal framework for preventing and responding to potential cyber threats.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
ITEM 1A. RISK FACTORS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of unregistered equity securities during the covered time period.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Appointment of New Auditor
On February 10, 2025, the Company’s Board of Directors approved the engagement of Pengsheng Certified Public Accountants as the Company’s new independent auditor for the fiscal year ending December 31, 2025. The appointment of Pengsheng Certified Public Accountants was made to support the Company’s continued growth and financial reporting needs.
There were no disagreements or reportable events with the Company’s prior auditor on any matter of accounting principles, financial statement disclosure, or auditing scope or procedures that would have caused the prior auditor to make reference to such matters in its reports.
Officer & Director Trading Policy
The Company has not yet adopted a formal Officer and Director Trading Policy. However, we recognize the importance of having clear guidelines for the trading of Company securities by our directors, officers, and employees.
In the absence of a formal policy, the Company relies on the provisions of federal securities laws, which prohibit trading by insiders based on material nonpublic information (MNPI). Directors, officers, and employees are advised to exercise caution when engaging in transactions involving the Company’s securities and are reminded of their obligations to comply with all applicable laws and regulations.
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In the future, the Company intends to formalize an Officer and Director Trading Policy, which will address, among other things:
Blackout Periods: Restrictions on trading during certain periods, particularly before the release of financial results or material events.
Pre-clearance of Transactions: Requirements for approval of transactions by Company officers before trading.
Restrictions on Speculative Transactions: Prohibitions on activities such as short selling or margin trading.
While a formal policy has not yet been implemented, we are committed to developing appropriate guidelines to enhance governance and reduce legal and reputational risks related to insider trading.
Insider Trading Arrangements and Policies
During the quarter ended March 31, 2025, no director
or officer of the Company
The Company has not yet adopted a formal Insider Trading Policy. However, we recognize the need for such a policy to ensure compliance with applicable federal securities laws that prohibit trading on the basis of material nonpublic information (MNPI).
Until a formal policy is in place, the Company’s directors, officers, and employees are required to adhere to the following general principles regarding insider trading:
Material Nonpublic Information (MNPI):
Trading in the Company’s securities based on material nonpublic information is strictly prohibited. Material information is any information that could affect the price of the Company’s securities and that has not been disclosed to the public.
Prohibition Against Tipping:
Insiders are prohibited from sharing material nonpublic information with others who may use it to trade in the Company’s securities.
Legal Consequences:
Violations of insider trading laws can result in severe civil and criminal penalties. The Company urges all insiders to avoid any actions that could lead to insider trading or the appearance of improper conduct.
The Company is in the process of evaluating the adoption of a formal Insider Trading Policy, which will be designed to prevent insider trading and to protect the Company and its employees from legal and regulatory risks. We expect to adopt this policy in the near future.
Grants of Options and Similar Equity Awards
During the quarter ended March 31, 2025, the Company did not grant any stock options, restricted stock units, or other similar equity awards to any named executive officer or director.
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The Company maintains policies and procedures designed to prevent the granting of equity awards while in possession of material nonpublic information (“MNPI”).
Equity awards, if and when granted, are generally made during open trading windows following the public release of financial results, and require confirmation that recipients are not aware of any MNPI at the time of the grant.
The Company does not have a practice of timing the grant of equity awards to coincide with the release of MNPI.
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are included with this quarterly report:
|
Exhibit Number |
Description | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002 | |
| 101* | Interactive data files pursuant to Rule 405 of Regulation S-T |
__________
* Filed herewith
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SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Luduson G Inc. Registrant |
|||
| Date: May 12, 2025 | By: | /s/ Man Fai Cheng | |
| Man Fai Cheng | |||
| (Director and Chief Executive Officer) | |||
|
Luduson G Inc. Registrant |
|||
| Date: May 12, 2025 | By: | /s/ Eng Wah Kung | |
| Eng Wah Kung | |||
| (Director and Chief Financial Officer) | |||
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