LDSN 8-K
Aphoenity International Holdings Inc. (LDSN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2020
LUDUSON G INC.
(Exact name of registrant as specified in its charter)
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Delaware |
| 001-38457 |
| 82-3184409 |
(State or other jurisdiction |
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| (IRS Employer Identification No.) |
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| 17/F, 80 Gloucester Road Wanchai, Hong Kong |
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| (Address of principal executive offices)
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| +852 2119 1031 |
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| (Registrant’s Telephone Number)
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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 | NA |
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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 o
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
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Item 4.01 Change in Registrant’s Certifying Accountant
On August 10, 2020, the Board of Directors of Luduson G Inc., a Delaware corporation (“we” or “us”), approved the resignation of Kenne Ruan, PCA, P.C. (“KR”) as our independent registered public accountant., effective immediately. Except as noted in the paragraph immediately below, the reports of KR on the Company’s financial statements for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.
The reports of KR on the Company’s financial statements as of and for the years ended December 31, 2019 and 2018 contained explanatory paragraphs which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has not generated any revenues and has incurred operating losses since inception, which raised doubt about its ability to continue as a going concern.
During the years ended December 31, 2019 and 2018, the Company has not had any disagreements with KR on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to KR’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such periods.
During the years ended December 31, 2019 and 2018, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
We have requested that KR furnish us with a letter addressed to the Commission stating whether it agrees with the above statements. A copy of this letter is included herewith as Exhibit 16.1.
Concurrently therewith, we retained the firm of Total Asia Associates PLT (“Total Asia”), to audit our consolidated financial statements for our fiscal year ending December 31, 2020.
During the fiscal years ended December 31, 2019 and 2018, and through the date of this Form 8-K, neither the Company nor anyone acting on its behalf consulted Total Asia regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and Total Asia did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (2) any matter that was either the subject of a disagreement with KR on accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of KR, would have caused KR to make reference to the matter in their report, or a “reportable event” as described in Item 304(a)(1)(v) of Regulation S-K of the SEC’s rules and regulations.
Item 9.01. Financial Statements and Exhibits.
(c). Exhibits.
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16.1 |
| Consent of Kenne Ruan, PCA, P.C. |
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: August 10, 2020 |
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| By: | /s/ Ka Leung Wong |
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| Ka Leung Wong |
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| Chief Executive Officer |
Exhibit 16.1
Kenne Ruan, CPA, P.C. | Phone: (203) 824-0441 |
PO Box 4078, Woodbridge, CT 06525 | Email: [email protected] |
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August 10, 2020
Office of the Chief Accountant
Securities and Exchange Commission
100F Street, NE
Washington, D.C. 20549
Dear Sir/Madam:
We have read the statements made by Luduson G Inc., formerly known as Baja Custom Design, Inc. (the Company), which were provided to us and which we understand will be filed with the Commission pursuant to Item 4.01 of its Form 8-K, regarding our resignation as their certifying accountant. We agree with the statements concerning our firm in such Current Report on Form 8-K. We have no basis to agree or disagree with other statements made under Item 4.01.
We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.
Very truly yours,
/s/Kenne Ruan, CPA, P.C.
Kenne Ruan, CPA, P.C.