LDSN 8-K
Aphoenity International Holdings Inc. (LDSN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
LUDUSON ENTERTAINMENT
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s Telephone Number) +
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| Common | LDSN | OTC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
ITEM 4.01 Changes in Registrant’s Certifying Accountant.
On 10 February, 2025, Luduson Inc. (the “Company”) appointed Pengsheng Certified Public Accountants (Special General Partnership)(“ Pengsheng” or “New Auditor”) as its independent registered public accounting firm, effective immediately. The appointment was approved by the Board of Directors of the Company.
The Company has not engaged an independent registered public accounting firm for the past two years. The appointment of Pengsheng marks a significant step toward ensuring compliance with financial reporting obligations and enhancing transparency for the Company’s shareholders and stakeholders.
During the two most recent fiscal years and the subsequent interim period prior to the appointment of Pengsheng, the Company did not have an independent auditor and, therefore, there were no prior audit reports, disagreements, or reportable events as defined under Item 304(a) of Regulation S-K.
The Company has provided Pengsheng with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and has requested that Pengsheng furnish the Company with a letter addressed to the SEC stating whether it agrees with the disclosures contained herein. A copy of any such letter, if received, will be filed as an exhibit to this Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description | |
| 16.1 | Letter from Pengsheng Certified Public Accountants dated February 10, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Luduson G Inc. | ||
| Dated: February 19, 2025 | ||
| By: | /s/ Man Fai CHENG, CEO | |
Man Fai Cheng, CEO | ||
| 3 |
Exhibit 16.1
LUDUSON G INC
(Incorporated in Delaware)
MINUTES OF ALL DIRECTORS
HELD AT REGISTERED OFFICE ON 10th FEBRUARY 2025
We, being all the Directors for the time being of LUDUSON G INC by virtue of the authority conferred upon us in accordance with the Delaware Limited Liability Company Act do hereby agree and confirm that the following resolution shall be treated as valid and effectual as if it had been passed at a Meeting of the Board of the Directors duly convened and held.
RESOLVED:
Appointment of Registrant’s Certifying Accountant
WHEREAS
| A. | On 22 January, 2025, Luduson Inc. (the “Company”) appoint Pengsheng Certified Public Accountants (Special General Partnership) (“Pengsheng” or “New Auditor”) as its independent registered public accounting firm, effective immediately; |
NOW THEREFORE, BE AND IT IS HEREBY RESOLVED THAT:
| 1. | The following confirmed updated auditor of the Company: |
| NAME | POSITION |
| Pengsheng Certified Public Accountants | Auditor |
| 2. | The Company has not engaged an independent registered public accounting firm for the past two years. The appointment of Pengsheng marks a significant step toward ensuring compliance with financial reporting obligations and enhancing transparency for the Company’s shareholders and stakeholders. |
| 3. | During the two most recent fiscal years and the subsequent interim period prior to the appointment of Pengsheng, the Company did not have an independent auditor and, therefore, there were no prior audit reports, disagreements, or reportable events as defined under Item 304(a) of Regulation S-K. |
| 4. | The Company has provided Pengsheng a copy of Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and has requested that Pengsheng furnish the Company with a letter addressed to the SEC stating whether it agrees with the disclosures contained herein. A copy of any such letter, if received, will be filed as an exhibit to the Form 8-K. |
/s/ Man Fai CHENG
Man Fai CHENG
(Director and CEO)
/s/Lap Yan CHEUNG
Lap Yan CHEUNG
(Director, COO and Secretary)
/s/ Eng Wah KUNG
Eng Wah KUNG
(Director, CFO and Secretary)
/s/ Ho Chi WAN
Ho Chi WAN
(Director and Non-Executive Chairman)