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 Chief Executive Officer (Principal Executive Officer)

Date:  April 3, 2024	By:	/s/ Eng Wah KUNG
		Eng Wah KUNG Chief Financial Officer (Principal Financial Officer)