UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2023
		For the fiscal year ended December 31, 2024
		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~~55930

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~~April 072, ~~2024~~2025
Common Stock, $.0001 par value per share		~~508~~563,466,410 shares

~~The~~TABLE ~~aggregate~~OF 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.CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE: None

		Page
Part I
Item 1	Description of Business	1
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	23
Item 1C	Cybersecurity	23
Item 2	Properties	24
Item 3	Legal Proceedings	24
Item 4	Mine Safety Disclosures	24

Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6	Reserved	26
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	26
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	30
Item 8	Financial Statements and Supplementary Data	30
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	31
Item 9A	Controls and Procedures	31
Item 9B	Other Information	32
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	32

Part III
Item 10	Directors and Executive Officers and Corporate Governance	33
Item 11	Executive Compensation	35
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39
Item 13	Certain Relationships and Related Transactions, and Director Independence	40
Item 14	Principal Accounting Fees and Services	40

Part IV
Item 15	Exhibits, Financial Statement Schedules	41
Item 16	Form 10-K Summary	41

Signatures		42

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

INTRODUCTORY COMMENTS

We are a Delaware holding company principally engaged in the business of building and fostering relationships between leading influencers and brands. We focus on identifying and partnering with top influencers across a range of industries and social media platforms, through partnering with movie studios and online ecosystems and production companies to promote their films through our influencer network, with the aim of eventually producing such movies in-house. We are principally engaged in influencer management, commercial film production and online ecosystem development company. Our target is to provide a unified entertainment universe for China market, Asia market and all overseas Chinese around the world.

Our goal is to supercharge influencers through Influencer Content Centers, Cinema for movies and special content, Game Halls (including VR, AR, MR games), Comic and Animation Museum, Online Live Concert Stadium and Travel Sharing Center projects. Our target is to build an online and offline ecosystem with great content. In addition, we plan to build a Movie Set Studio and a partner with well-known multimedia franchises to open Theme Parks in Penang, Malaysia. The Studio will have a Hong Kong Style Street environment and an ancient China Town area for our filming. It will also get profit from tourist visit and rent to other company for movie shooting. The theme park will include many attractions and games in collaboration with partnered live action or animated series for fans across the movie and animation sector. Through this operation, the Company will explore the animation market with a large number of fans around the world.

We are a group of Creators, experienced KOL managers, movie producers, directors, screenwriters, and a group of classic game developers, born in Hong Kong from 1970s to 1990s. Our team has deep experience in game production and platform development. We are familiar with developing VR, AR and MR experiences for our valuable fans, as well as the trendiest online ecosystem solutions. Our principal executive and registered offices are located at 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, telephone number +852 2824 8560.

We are not a Chinese operating company but a Delaware holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong. Our holding company structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiaries and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Our Hong Kong subsidiaries are currently not required 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 until now are not subject 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 provided from 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, the ability to accept foreign investments and list our securities on an 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 an 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 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” as disclosed herein.

Risk Factor Summary

In addition to the foregoing risks, we face various legal and operational risks and uncertainties arising from doing business in Hong Kong as summarized below and in “Risk Factors — Risks Relating to Doing Business in Hong Kong” as disclosed herein.

· Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. · We are a holding company and will rely on dividends paid by our subsidiaries for our cash needs any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. · PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. · Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. · The Chinese government exerts substantial influence over, and can intervene at any time with little to no advance notice: (i) in the manner in which we operate and conduct our business activities; and (ii) offering conducted overseas and or foreign investment in China-based issuers, which could result in a material change in our operations and or the value of our securities. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers over time and if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors. · Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. · We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. · Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. · PRC regulation of loans to, and direct investments in, Hong Kong entities by offshore holding companies may delay or prevent us from using proceeds from this offering and/or future financing activities to make loans or additional capital contributions to our Hong Kong operating subsidiaries. · Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiaries, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.

iii

· The recent joint statement by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act and the Accelerating the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (HFCAA) which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the U.S. Securities and Exchange Commission adopted rules to implement the HFCAA. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong Kong. Our auditor is located in Malaysia and not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Malaysian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Please see “Risk Factors- The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three-year period will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.” · You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. · We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. · We are organized under the laws of the State of Delaware as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. · U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in Hong Kong. · There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of PRC subsidiaries, and dividends payable by PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.

Transfers of Cash to and from Our Subsidiaries

Luduson G Inc. is a Delaware holding company with no operations of its own. We conduct our operations in Hong Kong primarily through our subsidiaries in Hong Kong. We may rely on dividends to be paid by our Hong Kong subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our Hong Kong subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

Luduson G Inc. is permitted under the Delaware laws to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. As of the date of this prospectus, there has been no dividends or distributions among the holding company or the subsidiaries.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Subject to the Nevada Revised Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Nevada statutory restriction on the amount of funds which may be distributed by us by dividend.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors.

Current PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this prospectus, we do not have any PRC subsidiaries.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock.

Cash dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.

If in the future we have PRC subsidiaries, certain payments from such PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes and VAT. As of the date of this prospectus, we do not have any PRC subsidiaries and our Hong Kong subsidiary has not made any transfers or distributions.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC subsidiary to its immediate holding company. As of the date of this prospectus, we do not have a PRC subsidiary. In the event that we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such event, we plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions. See “Risk Factors – Risk Factors Relating to Doing Business in Hong Kong.”

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 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-K including, without limitation, statements in the “Market Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, 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 the Risk Factors section herein.

Consequently, all of the forward-looking statements made in this Form 10-K 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.

viii

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

~~Overview~~Corporate History

We were incorporated under the laws of the State of Delaware on March 6, 2014, under the name “Jovanovic-Steele, Inc.” Our name was changed to Baja Custom Designs, Inc. on October 26, 2017. On May 8, 2020, we acquired Luduson Holding Company Limited, a limited liability company organized under the laws of British Virgin Islands (“LHCL”). the acquisition was originally for entering into the gaming technology business. However, we disposed LHCL in April 2023 due to the laborious due diligence process and time staking. On May 24, 2023, we entered into a Share Exchange Arrangement to acquire Glamourous Group Holding Limited, a limited liability company incorporated in the United Kingdom of England and Whales. The acquisition iswas completed on July 06, 2023, with the new name of Luduson G Inc (“Luduson” or “LDSN”). On September 26, ~~September~~2023, Glamourous Group Holding Limited (UK) has been merged and replaced with a Hong Kong entity, Glamorous ~~Glamourous~~ Holdings International Company Limited as part of group restructuring. The Company ~~have~~had also ~~roll~~rolled in Glamourous Holdings Company Limited (HK) as part of the group restructuring. AsOn March 28, 2024, the Company rolled in LWH Consulting Sdn Bhd (“LWH Consulting”), a ~~result~~limited liability company incorporated in Malaysia, to carry out the provision of listing consulting services for clients with business interests in the ~~group~~Greater ~~restructuring~~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. On September 28, 2024, the Company disposed LWH Consulting as director’s renumeration. On December 20, 2024, ~~our~~in ~~corporate~~line ~~structure~~with isthe ~~below:~~Company’s revisited investment focus, both Hong Kong companies were replaced by Glamourous Pictures Group Limited to support further growth.

WeOur ~~are~~corporate astructure ~~Delaware holding~~is ~~company~~set ~~principally~~forth ~~engaged~~as in the business of building and fostering relationships between leading influencers and brands. We focus on identifying and partnering with top influencers across a range of industries and social media platforms, through partnering with movie studios and online ecosystems and production companies to promote their films through our influencer network, with the aim of eventually producing such movies in-house. We are principally engaged in influencer management, commercial film production and online ecosystem development company. Our target is to provide a unified entertainment universe for China market, Asia market and all overseas Chinese around the world.below:

~~Our~~The ~~goal~~Company isstarted tooff ~~supercharge~~primarily ~~influencers~~in ~~through~~the ~~Influencer~~business ~~Content~~of ~~Centers,~~building ~~Cinema~~and ~~for~~fostering ~~movies~~relationships ~~and~~between ~~special~~leading ~~content,~~influencers ~~Game~~and ~~Halls~~brands, (including ~~VR,~~engagements ~~AR,~~in MRinfluencer ~~games)~~management, ~~Comic~~ ~~and~~commercial ~~Animation~~film ~~Museum,~~production ~~Online Live Concert Stadium~~ and ~~Travel Sharing Center projects. Our target is to build an~~ online ~~and offline~~ ecosystem ~~with~~ ~~great~~development ~~content~~company. InDue ~~addition, we plan~~ to ~~build~~high ademand, ~~Movie~~the ~~Set~~Company ~~Studio~~expanded and aevolved ~~partner~~into ~~with~~a ~~well-known multimedia franchises to open Theme~~boutique ~~Parks~~listing inconsulting ~~Penang, Malaysia~~firm. ~~The~~Leveraging ~~Studio~~its ~~will~~extensive ~~have~~industry arelationships, ~~Hong~~broad ~~Kong~~network, ~~Style Street environment~~ and ansolid ~~ancient~~expertise, ~~China~~the ~~Town~~consulting ~~area~~arm ~~for our filming. It~~assists ~~will~~clients ~~also~~in ~~get~~accessing ~~profit~~global ~~from~~capital ~~tourist~~markets, ~~visit~~including ~~and~~the ~~rent~~US tostock ~~other~~exchanges—one ~~company~~of ~~for~~the ~~movie~~most ~~shooting.~~dynamic ~~The~~financial ~~theme~~markets ~~park~~with ~~will~~a ~~include~~diverse investor ~~many~~base—enhancing ~~attractions~~liquidity and ~~games~~ inoptimizing ~~collaboration~~market ~~with~~opportunities. ~~partnered~~Bilingual ~~live~~advantages ~~action~~have orgarnered ~~animated~~us ~~series~~a ~~for~~foothold ~~fans~~in ~~across~~South-East Asia, ~~the~~including ~~movie~~but ~~and~~not ~~animation~~limited ~~sector.~~to ~~Through~~Malaysia, ~~this operation~~Singapore, ~~the~~ ~~Company~~Vietnam ~~will~~and ~~explore the animation market with a large number of fans around the world~~Cambodia.

~~Further,~~Our innew ~~light~~goal ofis ~~the recent statements and regulatory actions by the PRC government, such as those related~~ to ~~Hong Kong’s national security, the promulgation~~establish ofa ~~regulations~~premier ~~prohibiting~~advisory ~~foreign~~platform ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard, including the risk that weempowers ~~inadvertently~~clients ~~conclude~~with ~~that~~strategic ~~such~~guidance 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~~seamless oraccess ~~continue~~ to ~~offer~~ ~~securities~~international tofinancial ~~our investors~~hubs, ~~and the resulting adverse change in value to our common stock. We may also be subject to penalties~~fostering ~~and~~sustainable ~~sanctions imposed by the PRC regulatory agencies~~growth, ~~including~~maximizing ~~the~~market ~~Chinese Securities Regulatory Commission~~potential, ~~if we fail to comply with such rules~~ and ~~regulations,~~enhancing ~~which~~shareholder ~~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.”

Our principal executive and registered offices are located at 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, telephone number +852 2824 8560.

History

We were established as part of the Chapter 11 Plan of Reorganization of Pacific Shores Development, Inc. ("PSD"). PSD and its subsidiary, Jovanovic-Steele, were in the real estate development business, and the real estate crash and the recession of 2008 made it impossible for them to obtain the financing needed to carry on their projects. In 2010, PSD filed for chapter 11 bankruptcy protection. The U.S. Bankruptcy Court for the Southern District of California ordered the incorporation of the Company and the distribution of the following securities:

· 80,000 shares of the Company’s common stock were distributed to all general unsecured creditors of PSD on a pro rata basis according to amount of debt held; · 500,000 shares of the Company’s common stock were distributed to all administrative creditors of PSD, with these creditors receiving one share of common stock in the Company for each $0.10 of PSD's administrative debt held; · 2,500,000 common stock purchase warrants of the Company were distributed to all administrative creditors of PSD, with these creditors receiving five common stock purchase warrants of the Company for each $0.10 of PSD's administrative debt held. The 2,500,000 warrants consisted 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, 2020.

· 500,000 shares of the Company’s common stock were distributed to all administrative creditors of PSD, with these creditors receiving one share of common stock in the Company for each $0.10 of PSD's administrative debt held;

· 2,500,000 common stock purchase warrants of the Company were distributed to all administrative creditors of PSD, with these creditors receiving five common stock purchase warrants of the Company for each $0.10 of PSD's administrative debt held. The 2,500,000 warrants consisted 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, 2020.

The exercise price of the warrants was reduced to $0.10 per share on April 7, 2020, and on April 15, 2020, the warrant expiration date was extended to August 30, 2025.

On March 6, 2014, we issued 20,000 common shares for services at par value, $0.0001 per share, for total value of $2. On June 16, 2014, we issued a total of 15,000,000 common shares for services at par value, $0.0001 per share, for total value of $1,500. On August 1, 2017, we issued a total of 10,000 common shares for services at par value, $0.0001 per share, for a total value of $1.

On April 3, 2020, Linda Masters, the Company’s then Chief Executive Officer and President, entered into a Stock Purchase Agreement (the “2020 SPA”), pursuant to which Ms. Masters agreed to sell to Lan CHAN 14,960,000 shares of common stock of the Company, par value $0.0001 (the “Shares”), representing approximately 95.8% of the issued and outstanding common stock of the Company, for aggregate consideration of Three Hundred Ninety One Thousand Dollars ($391,000) in accordance with the terms and conditions of the 2020 SPA. The acquisition of the Shares consummated on April 15, 2020, and was purchased by Lan CHAN with his personal funds. As a result of the acquisition, Mr. Chan holds a controlling interest in the Company and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.

Upon the consummation of the sale of the Shares, Linda Masters, the Company’s then Chief Executive Officer, President and director, and Kathleen Chula, the Company’s then Vice President and Director, resigned from all of their positions with the Company, effective April 15, 2020. Their resignations were not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Concurrently with such resignations, Lan CHAN was appointed to serve as the Chief Executive Officer, Chief Financial Officer, President, Secretary and sole Director of the Company, until the next annual meeting of stockholders of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. None of the directors or executive officers has a direct family relationship with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Chan will serve in his positions without compensation. The Company hopes to enter into a compensatory arrangement with each officer in the future.

Acquisition of LHCL

On May 8, 2020, we executed a Share Exchange Agreement, or the “Share Exchange Agreement,” with Luduson Holding Company Limited, a limited liability company organized under the laws of British Virgin Islands, or “LHCL,” and the shareholders of LHCL. Pursuant to the Share Exchange Agreement, we purchased Ten Thousand (10,000) shares of LHCL, or the “LHCL Shares,” representing all of the issued and outstanding shares of common stock of LHCL. As consideration, we agreed to issue to the shareholders of LHCL Ten Million (10,000,000) shares of our common stock, at a value of US $0.10 per share, for an aggregate value of US $1,000,000. We consummated the acquisition of LHCL on May 22, 2020. LHCL is a business-to-business gaming technology company. As a result of our acquisition of LHCL, we entered into the business-to-business gaming technology industry.

Investment Agreement with Strattner Alternative Credit Fund LP

The Company is a party to an Investment Agreement dated as of April 6, 2021, or the “Investment Agreement,” with Strattner pursuant to which Strattner is committed to purchase up to $5,000,000, or the “Strattner Total Commitment,” worth of the Company’s common stock, $0.0001 par value, over the 36-month term of the Investment Agreement.

From time to time over the term of the Investment Agreement, commencing on the trading day immediately following the date on which the initial registration statement is declared effective by the Securities and Exchange Commission, or the “Commission,” as further discussed below, the Company may, in its sole discretion, provide Strattner with written notices, or a “Strattner Put Notice,” stating the amount of Common Shares of the Company that the Company intends to sell to Strattner, or the “Strattner Put Amount,” with each put subject to the limitations discussed below. The maximum amount of common stock that the Company shall be entitled to put to Strattner under any applicable put notice, or the “Maximum Strattner Put Amount,” shall be an amount of shares up to or equal to 200% of the average of the daily trading volume of our common stock for the ten (10) consecutive trading days immediately prior to the applicable date on which we make our put to Strattner, so long as such amount is at least $5,000 and does not exceed $250,000, as calculated by multiplying the number of shares under our put by the average daily volume weighted average price for the 10 consecutive trading days immediately prior to the applicable date we submit our put to Strattner.

Once presented with a Strattner Put Notice, Strattner is required to purchase the number of Strattner Put Shares underlying the Strattner Put Notice. The per share purchase price for the Common Shares subject to a Strattner Put Notice shall be equal to 85% of the lowest volume weighted average price of the Common Shares during the five (5) consecutive trading days including and immediately following the applicable Strattner Put Notice date, provided, however, an additional 10% will be added to the discount of each Put if (i) the Company is not DWAC eligible and (ii) an additional 15% will be added to the discount of each Put if the Company is under DTC “chill” status on the applicable Strattner Put Notice Date.

Among other conditions, the Company is prohibited from issuing a Strattner Put Notice if (i) the amount requested in such Strattner Put Notice exceeds Two Hundred Fifty Thousand Dollars ($250,000), as calculated by multiplying the Strattner Put Amount by the average daily VWAP for the ten (10) consecutive trading days immediately prior to the applicable Strattner Put Notice Date, (ii) the sale of Shares pursuant to such Strattner Put Notice would cause the Company to issue or sell or Strattner to acquire or purchase an aggregate dollar value of Shares that would exceed Five Million Dollars ($5,000,0000), or (iii) the sale of Shares pursuant to the Strattner Put Notice would cause the Company to sell or Strattner to purchase an aggregate number of shares of the Company’s common stock which would result in beneficial ownership by Strattner of more than 9.99% of the Company’s common stock (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder). The Company cannot make more than one put in any pricing period and must allow 10 days to elapse between the completion of the settlement of any one put and the commencement of a pricing period for any other put.

Registration Rights Agreement with Strattner Alternative Credit Fund LP

In connection with the execution of the Investment Agreement, on April 6, 2021, the Company and Strattner also entered into a Registration Rights Agreement, or the “Strattner Registration Rights Agreement.” Pursuant to the Registration Rights Agreement, the Company has agreed to file an initial registration statement, the “Registration Statement,” with the Commission to register an agreed upon number of Strattner Put Shares, on or prior to July 5, 2021, or the “Filing Deadline,” and have it declared effective on or before the 150th calendar day the Company has filed the Registration Rights Agreement, or the “Effectiveness Deadline.” Notwithstanding anything to the contrary, the Company is not obligated to file Registration Statements with respect to securities not issued pursuant to the Investment Agreement.

If at any time all of the Registrable Securities (as defined in the Registration Rights Agreement) are not covered by the initial Registration Statement, the Company has agreed to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case, as soon as practicable, but in no event later than the applicable filing deadline for such additional Registration Statements as provided in the Registration Rights Agreement.

Equity Purchase Agreement with Williamsburg Venture Holdings, LLC

The Company is a party to an Equity Purchase Agreement dated August 20, 2021, or the “Equity Purchase Agreement,” pursuant to which Williamsburg is committed to purchase up to $30,000,000 worth of the Company’s common stock, $0.0001 par value, over the 36-month term of the Equity Purchase Agreement, or the “Williamsburg Total Commitment”. From time to time over the term of the Equity Purchase Agreement, the Company may, in its sole discretion, provide Williamsburg with written notices, or a “Williamsburg Put Notice,” stating the amount of Common Shares of the Company that the Company intends to sell to Williamsburg, or the “Williamsburg Put Amount.” Once presented with a Williamsburg Put Notice, Williamsburg is required to purchase the number of Williamsburg Put Shares underlying the Williamsburg Put Notice with each put subject to the limitations discussed below.

The per share purchase price for the Williamsburg Put Shares shall be equal to 88% the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other reputable source).

The exercise of each put option is subject to the following limitations:

(i) each investment amount must be at least than $25,000 and not in excess of an amount that equals the lesser of (i) 200% of the average daily trading volume, and (ii) $500,000; (ii) the aggregate investment amount of all option puts shall not exceed $30,000,000; (iii) the lowest traded price of the Common Stock in the five trading days preceding the respective Put Date must exceed $0.01 per share; and (iv) at least ten trading days must have lapsed since the most recent Put Notice.

The Equity Purchase Agreement provides that the number of Williamsburg Put Shares to be sold to Williamsburg shall not exceed the number of shares that when aggregated together with all other shares of the Company’s common stock which Williamsburg is deemed to beneficially own, would result in Williamsburg owning more than 4.99% of the Company’s outstanding common stock (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder). The Equity Purchase Agreement provides that any provision of the Investment Agreement may be amended or waived only by an instrument in writing signed by the party to be charged with enforcement.

The Company has paid to Williamsburg a commitment fee equal in the form of 100,000 restricted shares of the Company’s common stock (the “Williamsburg Initial Commitment Shares”).

Registration Rights Agreement with Williamsburg Venture Holdings, LLC

In connection with the Equity Purchase Agreement, on August 20, 2021, the Company and Williamsburg also entered into a Registration Rights Agreement, or the “Williamsburg Registration Rights Agreement.” Pursuant to the Williamsburg Registration Rights Agreement, the Company has agreed to file an initial registration statement, or the “Registration Statement,” with the Commission to register the Williamsburg Initial Commitment Shares and that number of Williamsburg Put Shares as set forth in the Williamsburg Registration Rights Agreement, within 90 days after the execution date, or the “Filing Deadline.”.

Reverse Acquisition and Spin-Out

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 then-Company continued trading under Luduson G Inc. 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”).

Group Restructuring

On 26 September, Glamourous Group Holding Limited (UK) ~~has~~was ~~been~~ merged and replaced with a Hong Kong entity, Glamorous Holdings International Company Limited as part of group restructuring. The Company also rolled in Glamourous Holdings Company Limited (HK) as part of the group restructuring. The Company ~~have~~had also ~~roll~~rolled in Glamourous Holdings Company Limited (HK) as part of the group restructuring. 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. On September 28, 2024, the Company disposed LWH Consulting as director’s renumeration.

On December 20, 2024, in line with the Company’s revisited investment focus, both Hong Kong companies were 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.

Our Products and Services

WeThe ~~provide~~operating ~~influencer~~entity, ~~and~~Glamourous ~~Key~~began ~~Opinion~~as ~~Leader~~a ~~(KOL)~~dynamic ~~management~~player ~~that~~in ~~helps~~the ~~influencer~~business consulting space, providing expert guidance to companies seeking to enhance their operations, expand their market presence, and ~~KOL~~achieve ~~build~~sustainable growth. Leveraging deep industry expertise, the company initially focused on offering strategic business solutions tailored to the evolving needs of corporations across various sectors. As the financial landscape became increasingly complex and ~~foster~~global ~~relationships~~capital ~~between~~markets ~~brands~~presented new opportunities, Glamourous identified a growing demand for ~~marketing~~specialized advisory services, particularly in corporate finance and ~~online live~~capital ~~selling~~market ~~opportunities~~access.

WeRecognizing ~~also~~this ~~plan~~shift, tothe Group ~~produce~~strategically ~~Hong Kong~~transformed ~~style~~into ~~action~~a ~~movie~~boutique ~~and~~consulting ~~arrange~~firm, ~~these~~dedicated ~~influencers~~to ~~and~~assisting ~~KOLs~~businesses toin ~~perform~~navigating asthe ~~actors~~intricacies ~~and~~of ~~actresses~~financial markets. ~~Hong~~With ~~Kong~~a ~~style~~strong ~~action~~foundation ~~movies,~~in ~~especially the~~strategic ~~content~~planning, ofinvestor ~~Kung~~relations, Fuand ~~action~~corporate ~~and~~structuring, ~~gunfight~~Glamourous ~~are~~now ~~famous~~provides ~~all~~tailored solutions ~~around~~that ~~the~~enable ~~world~~companies ~~with~~to ~~huge~~enhance ~~box~~their ~~office~~financial ~~potential~~positioning, inoptimize ~~China~~shareholder value, and ~~the~~access ~~Asia~~capital ~~market~~more efficiently. ~~Besides~~By ~~getting~~leveraging ~~box~~its ~~office~~extensive ~~profit~~network, ~~from~~deep industry relationships, and market insights, the ~~movies~~firm empowers clients to successfully position themselves for growth, ~~our~~achieve ~~influencers~~regulatory compliance, and ~~KOLs~~expand ~~will~~their ~~gain~~investor ~~more~~base. ~~exposure~~Through ~~through~~a ~~our~~client-centric ~~movies~~approach and bea ~~able to~~commitment ~~land~~to ~~higher~~excellence, inGlamourous ~~both~~continues ~~quantity~~to ~~and~~support ~~value~~businesses ofin ~~marketing~~unlocking new market opportunities and ~~online~~achieving ~~live~~long-term ~~selling~~financial ~~opportunities~~success.

We plan to use AI technology to develop online and mobile games that is based on the stories of our Hong Kong style action movies to make our audience more invested and allow them to explore the side stories of our Hong Kong style action movies. Over 80% of content along with character design and game stage design of these games will be developed through AI technology, which will be supervised by our human game producer.

In addition, we plan to build a Movie Set Studio and a partner with well-known multimedia franchises to open Theme Parks in Penang, Malaysia. The Studio will have a Hong Kong Style Street environment and an ancient China Town area for our filming. It will also get profit from tourist visit and rent to other company for movie shooting. The theme park will include many attractions and games in collaboration with partnered live action or animated series for fans across the movie and animation sector. Through this operation, we will explore the animation market with a large number of fans around the world.

Markets and Regions

~~The~~Southeast ~~entertainment industry in China and the~~ Asia ~~market~~presents ~~has~~significant consulting ~~witnessed~~opportunities aacross ~~remarkable~~various ~~surge in recent years~~industries, driven by ~~booming~~rapid ~~economies,~~economic ~~increasing disposable income~~growth, ~~and~~ ~~the growing demand for~~ digital ~~content~~transformation, ~~consumption. Along with the rise of online video~~ and ~~movie~~evolving ~~streaming~~regulatory ~~platforms are influencers~~landscapes. ~~and~~While ~~KOLs,~~the ~~which~~initial ~~are~~aim ~~personalities~~was onto ~~these~~serve ~~platforms~~customers ~~that~~having ~~have~~business ~~amassed~~interests ~~huge~~in ~~exposure~~the ~~and~~Greater ~~popularity.~~Bay ~~KOL~~area, ~~can~~excluding ~~make~~China ~~great~~from ~~profits~~our ~~from~~market ~~marketing~~focus ~~and~~in ~~online~~the ~~live~~second ~~selling.~~half ~~Our~~allows ~~target~~us is to ~~provide~~strategically anavigate ~~unified~~geopolitical ~~entertainment~~tensions ~~universe~~while ~~for~~capitalizing ~~China~~on ~~market,~~the ~~Asia~~immense ~~market~~potential ~~and~~within ~~all overseas Chinese~~ASEAN ~~around the world~~nations.

The Company initially focused on movie streaming platforms are influencers and KOLs, which are personalities on these platforms that have amassed huge exposure and popularity. KOL can make great profits from marketing and online live selling, catering a unified entertainment universe for China market, Asia market and all overseas Chinese around the world.

Currently, we do not derive any revenue from our business segments yet.

Our Strategies

WeAs ~~are~~The ~~poised~~Company. toexpands ~~commence~~its ~~our~~business ~~new~~scope ~~initiative:~~from ~~the~~entertainment ~~official~~into ~~introduction~~boutique oflisting ~~Glamourous~~consulting, ~~Planet~~a tostrategic ~~the~~approach ~~public.~~is ~~Under~~essential ~~the~~to ~~guidance~~leverage ofits ~~our~~existing ~~management team, comprised~~network ofand industry ~~experts,~~expertise. ~~significant~~The ~~enhancements~~company ~~are~~will ~~set~~capitalize toon ~~unfold~~its ~~across~~well-established ~~key~~connections ~~components~~in ~~such~~the asentertainment ~~Metaverse~~sector ~~Development,~~to ~~Game~~attract ~~Development,~~high-profile ~~Commercial~~clients ~~Movie~~and ~~Production,~~niche ~~KOL~~businesses ~~Management,~~seeking ~~and~~personalized ~~Event~~listing ~~Organization~~consulting. ~~This~~By ~~strategic~~integrating ~~evolution~~entertainment-driven isengagement ~~designed~~strategies towith ~~bring a heightened level~~corporate ofadvisory ~~professionalism~~services, ~~and~~the ~~expertise~~Company tocan aoffer ~~groundbreaking~~unique ~~global~~branding ~~entertainment~~and ~~metaverse~~marketing ~~—known~~solutions asthat andifferentiate ~~advanced~~its ~~iteration~~consulting ofservices ~~Metasense.~~from traditional ~~Glamourous~~firms. ~~Planet~~Additionally, ~~seamlessly~~fostering ~~amalgamates~~partnerships ~~movies,~~with ~~games,~~financial ~~music~~institutions, ~~online shows~~investors, and ~~KOL~~regulatory ~~interaction,~~bodies ~~forming~~will ~~the~~enhance ~~core~~credibility ofand streamline the ~~Company's~~listing ~~business plan~~process for clients.

Adding to the Company's metaverse prowess, Dr. Kin-fat Chan joined our Metaverse Development Team in December 2023. Dr. Chan, the shareholder of Metaverse Innovation Laboratory ("Project"), has successfully developed a metaverse dedicated to Dunhuang Culture.4

~~Dr.~~To ~~Chan's~~strengthen ~~professional~~its ~~background includes serving~~position asin the ~~assistant~~boutique tolisting consulting industry, the ~~renowned~~Company ~~Hong~~will ~~Kong~~utilize ~~entrepreneur,~~its ~~Sir~~entertainment ~~Ka-shing~~background ~~Lee.~~to ~~With~~implement ~~Dr.~~innovative ~~Chan's~~storytelling techniques ~~expertise~~to enhance client branding and ~~experience~~public relations, weensuring ~~are~~maximum ~~poised~~visibility ~~to develop~~and ainvestor ~~highly~~confidence. ~~competitive~~A ~~metaverse,~~dedicated ~~establishing~~team ~~itself~~of asfinancial analysts aand ~~pioneer~~corporate instrategists ~~the~~will ~~global~~provide ~~market.~~tailored ~~The~~advisory ~~Company~~services, ~~looks~~guiding ~~forward~~businesses tothrough ~~achieving~~regulatory compliance, market positioning, ~~new~~and ~~heights~~post-listing ingrowth ~~the~~strategies. ~~realm~~This ofsynergy between entertainment and ~~metaverse~~finance ~~innovation~~will create a competitive edge in a rapidly evolving marketplace.

Most importantly, the Company. will emphasize long-term relationship-building with its clients by offering ongoing advisory support beyond the listing phase. By integrating interactive content, virtual investor roadshows, and engagement-driven experiences, the company can ensure sustained investor interest and brand loyalty for its clients. Additionally, expanding its consulting reach into international markets through strategic alliances and localized expertise will drive business growth. Through a combination of entertainment-driven engagement, financial expertise, and a global outlook, Luduson G Inc. is poised to redefine boutique listing consulting with an innovative and client-centric approach.

The Company is currently in preparation for a Reverse Take-Over (“RTO”) of a financial institution based in Cambodia.

INTELLECTUAL PROPERTY AND PATENTS

WeAs ~~expect~~The toCompany ~~rely~~expands ~~on, trade~~into ~~secrets,~~boutique ~~copyrights,~~listing ~~know-how~~consulting, ~~trademarks,~~protecting ~~license~~intellectual ~~agreements~~property (IP) and ~~contractual~~strengthening ~~provisions~~brand toidentity ~~establish~~will ~~our~~be ~~intellectual~~crucial ~~property~~for ~~rights~~maintaining a ~~and~~competitive ~~protect~~edge. ~~our~~The ~~“Luduson”~~company ~~brand,~~will asdevelop ~~well~~proprietary asconsulting ~~its~~frameworks, ~~related~~digital ~~products~~tools, and ~~services.~~data-driven ~~These~~methodologies ~~legal~~to ~~means, however, afford only limited~~enhance ~~protection~~the ~~and~~listing ~~may~~process ~~not~~for ~~adequately protect our rights~~clients. ~~Litigation~~These ~~may~~assets will be ~~necessary~~safeguarded inthrough ~~the~~trademarks, ~~future~~copyrights, toand ~~enforce~~potential ~~our~~patents ~~intellectual~~where ~~property rights~~applicable, ~~protect~~ensuring ~~our~~exclusivity ~~trade~~and ~~secrets~~value ordifferentiation. ~~determine~~Additionally, leveraging the ~~validity~~company’s ~~and~~existing ~~scope~~entertainment ofIP—such ~~the~~as ~~proprietary~~interactive media, ~~rights~~digital ofengagement ~~others.~~platforms, ~~Litigation~~and ~~could~~content ~~result~~marketing inexpertise—will ~~substantial costs~~allow for innovative storytelling and ~~diversion~~branding ofsolutions tailored ~~resources~~to ~~and~~clients ~~management~~seeking ~~attention~~public listings.

The ~~laws~~Company ofwill ~~Hong~~evolve to ~~Kong,~~reflect ~~China and~~its ~~our~~diversified ~~target~~portfolio ~~countries~~while ~~may~~maintaining ~~not~~its ~~protect~~reputation ~~our~~for ~~brand~~creativity, innovation, and ~~services~~industry ~~and~~leadership. ~~intellectual~~A ~~property~~strong tobranding strategy ~~the~~will ~~same~~position ~~extent~~us as ~~U.S.~~a ~~laws,~~premium ifboutique atlisting ~~all. We~~consultant, ~~may~~emphasizing beits ~~unable~~ability to ~~fully~~merge ~~protect~~entertainment-driven ~~our~~engagement with ~~intellectual~~financial ~~property~~expertise. ~~rights~~Consistent inmessaging, ~~these~~a ~~countries.~~refined ~~Further~~corporate identity, ~~companies~~and intargeted ~~the~~marketing ~~internet,~~campaigns ~~social~~will ~~media technology~~reinforce brand recognition and ~~other~~trust ~~industries~~among ~~may~~clients, ~~own~~investors, ~~large~~and ~~numbers~~stakeholders. ofThrough ~~patents,~~a ~~copyrights~~combination ~~and~~of ~~trademarks~~IP protection and ~~may~~strategic ~~frequently~~branding, ~~request~~The ~~license~~Company ~~agreements,~~aims ~~threaten~~to ~~litigation~~solidify orits ~~file~~presence ~~suit~~in ~~against~~the usboutique ~~based~~listing onconsulting ~~allegations~~sector ofwhile ~~infringement~~maintaining orits ~~other~~legacy ~~violations~~ of ~~intellectual~~entertainment-driven ~~property rights~~innovation.

We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of copyrights, trade secrets, trademarks, patents, confidentiality provisions and procedures and other contractual provisions, if applicable. We anticipate that the form of protection will vary depending upon the level of protection afforded by the particular jurisdiction. We expect that our revenue will be derived principally from our operations in Hong Kong and China where intellectual property protection may be limited and difficult to enforce. In such instances, we may seek protection of our intellectual property through measures taken to increase the confidentiality of our findings.

We intend to register trademarks as a means of protecting the brand names of our companies and products. We intend protect our trademarks against infringement and also seek to register design protection where appropriate.

We rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide that all confidential information developed or made known to the individual during the course of the individual's relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors.

We also devote financial and operational resources to implement systems, processes and technologies to guard against cyber events and to help protect our intellectual property, employee and consumer data and information technology systems against intrusions or other security breaches. In addition, we engage in activities designed to limit the impact of abuse of our digital products and services, including monitoring our games for evidence of exploitation and re-balancing our game environments in the event that such abuse is discovered.

COMPETITION

The ~~entertainment~~boutique ~~industry~~listing consulting market in ~~China~~South-East ~~has~~Asia ~~witnessed~~is highly competitive, with a ~~remarkable~~mix ~~surge~~of inglobal ~~recent~~financial ~~years~~advisory firms, ~~driven~~specialized bylocal ~~the~~consultancies, ~~country's~~and ~~booming~~investment banks ~~economy,~~offering ~~increasing~~listing ~~disposable~~advisory ~~income,~~services. Established firms such as the "Big Four" accounting companies and major financial ~~the~~institutions ~~growing~~dominate ~~demand~~the ~~for~~industry ~~digital~~with ~~content~~extensive ~~consumption.~~experience Inin ~~this~~IPO ~~thriving~~advisory, ~~market~~regulatory compliance, weand ~~emerges~~investor relations. Their strong brand recognition, ~~akin~~deep tomarket ~~Netflix~~expertise, ~~but~~and established networks with stock exchanges and institutional investors create a ~~specific~~high entry barrier for new players. However, these firms often focus on large-scale corporate clients, leaving opportunities for boutique consultancies ~~catering~~like us, to ~~the~~cater ~~Chinese~~to ~~audience~~niche businesses and emerging companies that require more personalized and strategic guidance.

WeLocal ~~recognize~~boutique ~~the~~consultancies across ~~unique~~major ~~cultural nuances~~financial hubs like Hong Kong, Singapore, and ~~preferences~~Tokyo ofprovide ~~the~~another ~~Chinese~~layer ~~market~~of competition. WeThese ~~leverage~~firms ~~our~~specialize ~~deep~~in ~~understanding~~regional regulations, ofindustry-specific ~~local~~listing ~~tastes~~requirements, ~~traditions~~and local investor relations, ~~and~~offering ~~storytelling~~tailored toservices ~~curate a~~that ~~diverse~~global ~~library~~players may lack. Many of ~~content~~these ~~that~~consultancies ~~resonates~~have strong relationships with ~~Chinese~~regional ~~viewers.~~stock ~~This~~exchanges ~~includes~~and aregulatory ~~wide~~bodies, ~~range~~allowing ofthem TVto ~~dramas,~~expedite listing ~~movies,~~approvals ~~variety~~and ~~shows~~provide insights into evolving compliance frameworks. To compete effectively, ~~and~~the Company will need to establish ~~documentaries~~strong regulatory expertise, ~~both~~cultivate ~~locally~~local ~~produced~~partnerships, and ~~licensed~~differentiate ~~from~~itself ~~international~~by ~~sources~~leveraging its entertainment industry background for unique branding and marketing-driven IPO strategies.

We operate in a highly competitive landscape, with other major players like iQIYI, Tencent Video, and Youku Tudou dominating the market. To differentiate ourselves, the Company emphasizes its commitment to high-quality content and premium viewing experiences. We collaborate with renowned Chinese directors, producers, and actors to create original productions that capture the attention and captivate the hearts of Chinese audiences.5

~~Technology~~Another ~~and~~competitive ~~innovation~~force ~~play~~comes afrom ~~crucial~~investment ~~role~~banks inand ~~the~~brokerage ~~success~~firms that integrate listing consulting as part of ~~this~~their ~~entertainment~~broader ~~company~~financial services. WeThese ~~invest~~firms offer ~~heavily~~end-to-end insolutions, ~~cutting~~including underwriting, market-~~edge~~making, ~~streaming~~and ~~technologies~~post-listing financial strategies, ~~adaptive~~giving ~~video~~them an advantage in ~~delivery~~securing clients seeking comprehensive support. While we may not directly compete with these large financial institutions in capital market transactions, ~~and~~it ~~personalized~~can ~~content~~position ~~recommendation~~itself ~~systems.~~as Bya ~~leveraging~~specialist ~~artificial~~in ~~intelligence~~branding, digital investor engagement, and ~~big~~alternative ~~data~~listing ~~analytics~~solutions, complementing the ~~company~~services ~~tailors our~~of ~~content~~traditional ~~offerings~~financial toadvisors. ~~match~~Strategic ~~individual~~collaborations ~~viewer~~with ~~preferences,~~investment ~~ensuring~~banks acan ~~highly~~also ~~personalized~~enhance the Company’s credibility and ~~engaging~~expand ~~entertainment~~its ~~experience~~service offerings.

WeTechnology-driven consulting firms are also ~~recognize~~emerging ~~the~~as ~~significance of~~key ~~mobile~~competitors, ~~platforms~~leveraging inAI-driven analytics, blockchain-based financial solutions, and digital marketing tools to optimize the ~~Chinese~~listing ~~market~~process. ~~With~~These afirms ~~majority~~use ofdata-driven ~~Chinese~~insights ~~consumers~~to ~~accessing~~help ~~content~~companies ~~through~~navigate ~~smartphones~~valuation, ~~the~~investor ~~company~~targeting, and ~~prioritizes~~regulatory challenges with greater precision. To stay competitive. we must integrate digital tools into its consulting framework, ~~mobile~~utilizing ~~optimization~~data analytics, ~~offering~~virtual ainvestor ~~seamless~~roadshows, ~~streaming~~and ~~experience~~digital onstorytelling ~~various~~to ~~devices~~enhance client visibility and ~~developing~~engagement. ~~user-friendly~~By ~~mobile~~combining traditional ~~applications~~listing expertise with innovative digital strategies, the Company can carve out a unique niche in the competitive Asian market.

InDespite ~~addition~~the tocompetitive ~~content streaming~~landscape, the Company has ~~explores~~an ~~other~~opportunity ~~revenue~~to ~~streams~~distinguish itself by blending its entertainment-driven engagement strategies with financial consulting expertise. The company can capitalize on its strengths in branding, media, and interactive content to ~~maximize~~offer ~~profitability~~clients a more dynamic approach to public listings. ~~This~~By ~~may~~targeting ~~include~~emerging ~~advertising~~industries ~~partnerships~~such as digital entertainment, ~~brand~~esports, ~~collaborations~~and creative startups—where traditional financial firms have limited specialization—we can establish ourselves as the go-to boutique consultant for companies seeking a high-impact, einvestor-~~commerce~~friendly ~~integration~~listing experience. Through strategic differentiation, localized expertise, and ~~content~~innovative ~~licensing~~service ~~deals~~offerings, ~~with~~the ~~other~~Company can ~~platforms~~effectively ~~and~~compete ~~broadcasters~~in South-East Asia’s evolving boutique listing consulting market.

As the entertainment industry continues to evolve, we keep a close eye on market trends, consumer behavior, and regulatory changes. We remain agile and adaptable, ready to seize opportunities and navigate challenges to maintain its position as a prominent player in the Chinese entertainment ecosystem.

Competition in the entertainment industry is intense in Hong Kong and China. We compete with other game developers, operators and publishers of interactive games in Hong Kong and China. We may also face competition from emerging mobile game developers, operators and publishers, as well as some traditional online PC game companies that are entering the mobile game market. The game industry is fragmented and sensitive to price and service. We believe the principal competitive factors in our market include the following:

Although we believe we compete favorably on the factors described above, many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, larger product and services offerings, larger customer base and greater brand recognition. These factors may allow our competitors to benefit from their existing customer base with lower development costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements.

These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger customer base more effectively than us. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. In addition, although we do not believe that customer payment terms are a principal competitive factor in our market, they may become such a factor, and we may be unable to compete on such terms.

EMPLOYEES

As of ~~February~~April 202, ~~2024~~2025, we do not have any full time employees:

We work with our consultants in their specific area of expertise on a contractual basis as they are not employees of the Company.

GOVERNMENT AND INDUSTRY REGULATIONS

~~Our~~Luduson ~~business~~G isInc., ~~located~~through inits ~~Hong~~operating ~~Kong~~entity ~~and~~in Malaysia, is subject to ~~the~~various ~~laws~~government and industrial regulations ofthat ~~Hong~~govern ~~Kong~~its ~~governing~~business ~~businesses~~operations. ~~concerning,~~Malaysia has ina ~~particular~~well-established ~~labor,~~regulatory ~~occupational safety~~framework ~~and~~that ~~health,~~promotes ~~contracts,~~a ~~tort~~conducive ~~and~~environment ~~intellectual~~for ~~property.~~businesses ~~Furthermore,~~while weensuring ~~need~~compliance ~~to comply~~ with ~~the~~statutory requirements. ~~rules~~The ~~and~~company ~~regulations~~operates ofin ~~Hong~~accordance ~~Kong governing~~with the ~~data~~relevant ~~usage~~laws and ~~regular~~regulations ~~terms~~enforced ofby ~~service~~Malaysian ~~applicable~~authorities, toincluding ~~our~~but not ~~potential~~limited ~~customers~~to ~~or clients. As~~ the ~~information~~Companies ofAct ~~our~~2016, ~~potential customers~~the orIncome ~~clients~~Tax isAct ~~preserved in Hong Kong~~1967, weand ~~need to comply with~~ the ~~Hong~~Employment ~~Kong~~Act ~~Personal Data (Privacy) Ordinance~~1955.

IfThe ~~PRC~~Companies ~~authorities~~Act ~~reinterpret~~2016 governs ~~PRC~~the ~~laws~~incorporation, tomanagement, ~~apply~~and tooperations ~~Hong~~of ~~Kong~~ companies, wein ~~may~~Malaysia. ~~become~~The ~~subject~~Company adheres to the ~~laws~~requirements related to corporate governance, financial reporting, and ~~regulations~~disclosure ofto ~~China~~ensure ~~governing~~transparency ~~businesses~~and accountability in ~~general,~~its business dealings. The Income Tax Act 1967 mandates ~~including~~the ~~labor~~company to comply with tax obligations, ~~occupational~~including ~~safety~~timely filing of tax returns and ~~health,~~payment ~~contracts~~of taxes, ~~tort~~ensuring ~~and~~adherence ~~intellectual~~to ~~property~~the country’s tax regime. WeIn ~~may~~2024, ~~also~~Malaysia's ~~become~~tax ~~subject~~landscape continues to ~~foreign~~evolve, ~~exchange regulations~~with ~~might~~the ~~limit~~government ~~our~~implementing ~~ability~~measures to ~~convert~~enhance ~~foreign~~tax ~~currency~~compliance and ~~into~~revenue ~~Renminbi~~collection. orKey ~~Hong~~developments ~~Kong~~include ~~Dollars~~the introduction of the e-Invoicing system for selected taxpayers, ~~acquire~~aimed ~~any~~at ~~other~~improving tax ~~PRC~~administration ~~companies~~efficiency and reducing tax evasion. Additionally, ~~establish~~corporate tax rates remain at 24%, with certain incentives available ~~VIEs~~for businesses in ~~the~~high-value ~~PRC,~~sectors orand ~~make~~technology-driven ~~dividend~~industries. ~~payments~~The ~~from~~Company. ~~any~~remains ~~future~~vigilant ~~WFOEs~~in adapting to usthese changes and fulfilling its tax obligations in line with the updated regulations.

~~Hong~~The ~~Kong~~Employment Act 1955 outlines the rights and responsibilities of employers and employees, and the company is committed to upholding fair labor practices, providing a safe working environment, and ensuring equitable treatment of its workforce.

The Employment Ordinance is the main piece of legislation governing conditions of employment in Hong Kong since 1968. It covers a comprehensive range of employment protection and benefits for employees, including Wage Protection, Rest Days, Holidays with Pay, Paid Annual Leave, Sickness Allowance, Maternity Protection, Statutory Paternity Leave, Severance Payment, Long Service Payment, Employment Protection, Termination of Employment Contract, Protection Against Anti-Union Discrimination. In addition, every employer must take out employees’ compensation insurance to protect the claims made by employees in respect of accidents occurred during the course of their employment.6

AnAdditionally, ~~employer~~the ~~must also comply~~Company ~~with~~is ~~all~~subject ~~legal~~to ~~obligations~~regulations ~~under~~specific to the ~~Mandatory~~technology ~~Provident Fund Schemes Ordinance, (CAP485). These include enrolling all qualifying employees in MPF schemes~~ and ~~making~~digital ~~MPF~~content ~~contributions for them~~industry. ~~Except~~The ~~for~~Malaysian ~~exempt~~Communications ~~persons, employer should enroll both full-time~~ and ~~part-time~~Multimedia ~~employees~~Commission ~~who~~(MCMC) ~~are~~oversees ~~at least 18 but under 65 years of age in an MPF scheme within~~ the ~~first~~licensing 60and ~~days~~operations of ~~employment.~~businesses ~~The~~involved ~~60-day employment rule does not apply to casual employees~~ in ~~the~~communications, ~~construction~~broadcasting, and ~~catering~~multimedia ~~industries~~services. ~~Pursuant~~The ~~to the said Ordinance, we are required to make MPF~~company ~~contributions~~complies ~~for~~with ~~our Hong Kong employees once every contribution period (generally~~ the ~~wage~~Communications ~~period~~and ~~within~~Multimedia 1Act ~~month).~~1998 ~~Employers~~ and ~~employees are~~other ~~each~~sector-specific ~~required~~guidelines to ~~make~~ensure ~~regular~~that ~~mandatory~~its ~~contributions~~digital ofcontent 5%and ~~of the employee’s relevant income to an MPF scheme, subject to the~~platform ~~minimum~~services ~~and~~meet ~~maximum~~regulatory ~~relevant~~standards ~~income levels. For a monthly-paid employee, the minimum~~ and ~~maximum~~safeguard ~~relevant~~consumer ~~income levels are $7,100 and $30,000, respectively~~interests.

8The Company is also mindful of data protection and privacy regulations under the Personal Data Protection Act 2010 (PDPA), which governs the processing of personal data in commercial transactions. The Company upholds the highest standards in data security and privacy protection to maintain customer trust and ensure compliance with the PDPA.

~~China~~In line with Malaysia’s commitment to anti-corruption and good governance, the Company abides by the Malaysian Anti-Corruption Commission Act 2009. The company enforces internal policies and procedures to prevent bribery and corruption, fostering a culture of integrity and ethical business conduct.

~~Depending~~We ~~upon~~continuously ~~the political~~monitor ~~climate,~~developments wein ~~may~~government ~~also~~policies ~~become subject to the laws~~ and ~~regulations~~regulatory ofchanges ~~China~~to ~~governing~~ensure ~~businesses~~ongoing incompliance ~~general, including labor, occupational safety~~ and ~~health,~~alignment ~~contracts,~~with ~~tort~~Malaysia’s legal and industrial ~~intellectual property~~standards. WeThe ~~may~~company ~~also~~remains ~~become~~proactive ~~subject~~in adapting to ~~foreign~~evolving ~~exchange~~ regulations, ~~might~~mitigating ~~limit~~regulatory ~~our ability~~risks, toand ~~convert~~sustaining its ~~foreign~~position ~~currency~~as ~~into~~a ~~Renminbi,~~responsible ~~acquire~~corporate ~~PRC~~entity ~~companies,~~within orthe ~~make~~Malaysian ~~dividend payments to ENMI~~market.

Regulations on Tax

PRC Corporate Income Tax

The PRC corporate income tax, or CIT, is calculated based on the taxable income determined under the applicable CIT Law and its implementation rules, which became effective on January 1, 2008 and amended on February 24, 2017 and December 29, 2018 respectively. The CIT Law imposes a uniform corporate income tax rate of 25% on all resident enterprises in China, including foreign-invested enterprises.

Uncertainties exist with respect to how the CIT Law applies to the tax residence status of the Company and our offshore subsidiaries. Under the CIT Law, an enterprise established outside of China with a “de facto management body” within China is considered a “resident enterprise,” which means that it is treated in a manner similar to a Chinese enterprise for corporate income tax purposes. Although the implementation rules of the CIT Law define “de facto management body” as a managing body that exercises substantive and overall management and control over the production and business, personnel, accounting books and assets of an enterprise, the only official guidance for this definition currently available is set forth in Circular 82 issued by the State Administration of Taxation, which provides guidance on the determination of the tax residence status of a Chinese-controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the laws of a foreign country or territory and that has a PRC enterprise or enterprise group as its primary controlling shareholder. Although the Company does not have a PRC enterprise or enterprise group as our primary controlling shareholder and is therefore not a Chinese-controlled offshore incorporated enterprise within the meaning of Circular 82, in the absence of guidance specifically applicable to us, we have made reference to the guidance set forth in Circular 82 to evaluate the tax residence status of the Company and our subsidiaries organized outside the PRC.

According to Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC corporate income tax on its worldwide income only if all of the following criteria are met:

· the primary location of the day-to-day operational management is in the PRC; · decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; · the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders meeting minutes are located or maintained in the PRC; and · 50% or more of voting board members or senior executives habitually reside in the PRC.

Currently, our Hong Kong entities are not considered entities inside China and therefore not deemed to be a PRC resident enterprise for PRC tax purposes as defined above. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” As all of our management members are based in Hong Kong, it remains unclear how the tax residency rule will apply to our case. If the PRC tax authorities determine that we or any of our subsidiaries outside of China is a PRC resident enterprise for PRC enterprise income tax purposes, then we or such subsidiary could be subject to PRC tax at a rate of 25% on its world-wide income, as our entity enterprise in China is an state high-tech enterprise, it is possible to be impose 15% enterprise income tax on state high-tech enterprises in accordance with provisions of the Chinese tax law, thus materially reducing our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other disposition of our ordinary shares may be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our common stock.

Value-Added Tax and Business Tax

~~The~~In ~~Provisional~~Malaysia, ~~Regulations of~~ the ~~PRC~~Goods onand Services ~~Value-added~~ Tax (~~“VAT”~~GST) ~~were~~was ~~promulgated~~repealed ~~by the State Council on December 13, 1993~~ and ~~came~~replaced ~~into~~with ~~effect~~the onSales ~~January 1, 1994 which were subsequently amended on November 10, 2008, February 6, 2016~~ and ~~November~~Service ~~19, 2017. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added~~ Tax (~~Revised in 2011~~SST) ~~were~~effective ~~promulgated by the Ministry of Finance and the State Administration of Taxation (“SAT”) on 28 October 2011 and came into effect on November~~ 1, ~~2011~~September ~~(collectively, the “VAT Law”)~~2018. ~~According~~As ~~to the VAT Law, all enterprises and individuals engaged in the sale~~ of ~~goods~~2024, the ~~provision~~SST ~~of processing, repair~~system ~~and~~remains ~~replacement~~in ~~services,~~place and ~~the~~continues importation of goods within the territory of the PRC must pay value-added tax. For general VAT taxpayers selling or importing goods other than those specifically listed in the VAT Law, the VAT rate is 17%. Starting from April 1, 2019, the VAT rate for revenue generated from providing products was changed from 16% into 13%. VAT is reported as a deduction of revenue when incurred. Entities that are VAT general taxpayers are allowed to ~~offset~~apply ~~qualified input VAT paid~~ to ~~suppliers~~businesses ~~against~~operating ~~their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded~~ in ~~taxes payable~~Malaysia.

OnThe ~~March~~Sales ~~23,~~Tax ~~2016,~~is ~~the Ministry~~imposed ~~of Finance and the SAT jointly issued the Circular~~ on ~~Full~~taxable ~~Implementation~~goods ofmanufactured ~~Business~~in ~~Tax~~or toimported ~~Value-added~~into ~~Tax~~Malaysia, ~~Reform~~with ~~which~~rates ~~has~~generally ~~been~~at ~~partially repealed~~5% onor ~~July 1~~10%, ~~2017~~depending ~~and~~on ~~January~~the 1,type ~~2018,~~of ~~confirms~~goods. ~~that~~Certain essential ~~business~~goods ~~tax~~may ~~would~~ be ~~completely~~exempt ~~replaced by VAT~~ from ~~May~~sales ~~1, 2016~~tax.

The Service Tax is levied at a standard rate of 6% on specific prescribed services provided in Malaysia. Businesses providing taxable services must register for Service Tax if their annual taxable turnover exceeds RM500,000. However, different thresholds apply to specific sectors such as food and beverage (RM1.5 million) and others.

Businesses are required to comply with SST registration, filing, and payment obligations as stipulated by the Royal Malaysian Customs Department. Failure to comply may result in penalties and fines.

During the financial year ended December 31, 2024, the Company ensured full compliance with all applicable SST regulations. The Company maintained proper records of taxable sales and services to facilitate accurate reporting and timely payment of taxes. No material disputes or non-compliance issues were reported concerning SST obligations.

Management continues to monitor regulatory changes in Malaysia’s indirect tax framework to ensure ongoing compliance and minimize potential tax exposure.

Regulations Relating to Foreign Exchange and Dividend Distribution

Foreign Exchange Regulations

~~The~~Luduson ~~principal~~G ~~regulations~~Inc., through ~~governing~~its ~~foreign~~Hong ~~currency~~Kong ~~exchange~~intermediate inholding ~~China~~entity, ~~are~~is ~~the~~subject ~~Foreign~~to ~~Exchange~~regulations ~~Administration~~governing ~~Regulations.~~foreign ~~Under~~exchange ~~the~~controls ~~PRC~~and ~~foreign~~dividend ~~exchange~~distribution ~~regulations,~~in ~~payments~~the ofjurisdictions ~~current~~where ~~account~~it ~~items,~~operates. ~~such~~In asHong ~~profit~~Kong, ~~distributions~~there ~~and~~are ~~trade~~generally ~~and~~no ~~service-related~~ foreign exchange ~~transactions~~controls, ~~may~~and funds can be ~~made~~freely remitted in ~~foreign~~and ~~currencies~~out ~~without~~of ~~prior~~the ~~approval~~region. ~~from~~This facilitates the ~~State~~distribution ~~Administration~~ of ~~Foreign~~dividends ~~Exchange~~from ~~(“SAFE”)~~the byHong ~~complying~~Kong ~~with certain~~holding ~~procedural~~entity ~~requirements.~~to Bythe ~~contrast,~~Company ~~approval~~and ~~from~~other orshareholders. However, ~~registration~~dividend ~~with~~payments ~~appropriate~~from ~~government~~subsidiaries ~~authorities~~operating isin ~~required~~other ~~where RMB~~jurisdictions ismay to be ~~converted~~subject ~~into foreign currency and remitted out of China~~ to ~~pay~~local ~~capital~~foreign ~~expenses~~exchange ~~such~~restrictions, aswithholding taxes, ~~the~~and ~~repayment~~regulatory ofapprovals. ~~foreign~~Luduson ~~currency-denominated loans~~G orInc. ~~foreign~~and ~~currency~~its isHong toKong beintermediate ~~remitted~~holding ~~into~~entity ~~China~~must ~~under~~ensure ~~the~~compliance ~~capital~~with ~~account,~~applicable ~~such~~laws and astax aregulations ~~capital~~in ~~increase~~each oroperating ~~foreign~~jurisdiction ~~currency loans~~ to ~~PRC~~ensure ~~subsidiaries.~~the ~~Our~~smooth ~~operating~~repatriation ~~currency~~of isprofits ~~the~~and ~~Hong~~distribution ~~Kong~~of ~~Dollar~~dividends. IfProper tax ~~PRC~~planning ~~authorities~~and ~~reinterpret~~adherence ~~foreign exchange regulations~~ to ~~include the~~local ~~Hong~~statutory ~~Kong~~requirements ~~Dollar,~~are ~~then~~essential ~~we may become subject~~ to ~~the~~mitigate ~~regulations~~any ~~affecting~~potential ~~foreign~~risks ~~exchange~~ and ~~dividend~~ensure ~~distributions~~regulatory ascompliance across ~~set~~the ~~forth herein~~group structure.

In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expense accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.

Additionally, pursuant to the Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving the Direct Investment related Foreign Exchange Administration Policies (“SAFE Notice No. 13”), which was promulgated on February 13, 2015 and became effective on June 1, 2015, the foreign exchange registration in relation to foreign direct investment shall be directly reviewed and handled by qualified banks in accordance with SAFE Notice No. 13, and SAFE and its branches shall perform indirect regulation over the foreign exchange registration via qualified banks.

We typically do not need to use our offshore foreign currency to fund our Hong Kong operations. In the event we need to do so, we may be required to apply to obtain the relevant approvals of, registration or filing with SAFE and other PRC government authorities as necessary.

On August 29, 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142. Pursuant to SAFE Circular 142, RMB resulting from the settlement of foreign currency capital of a foreign-invested enterprise must be used within the business scope as approved by the applicable government authority and cannot be used for domestic equity investment, unless it is otherwise approved. Documents certifying the purposes of the settlement of foreign currency capital into RMB, including a business contract, must also be submitted for the settlement of the foreign currency. In addition, SAFE strengthened its oversight of the flow and use of RMB capital converted from foreign currency registered capital of a foreign-invested company. The use of such RMB capital may not be altered without SAFE’s approval, and such RMB capital may not be used to repay RMB loans if such loans have not been used. Violations of SAFE Circular 142 could result in severe monetary fines or penalties. We expect that our use of RMB funds have been, and will be, within the approved business scope of our PRC subsidiary. We believe that our PRC subsidiary is permitted to conduct its castor seeds distribution operations and provide consulting services to castor farmers. However, we may not be able to use such RMB funds to make equity investments in the PRC through our PRC subsidiaries. There are no costs associated with applying for registration or approval of loans or capital contributions with or from relevant PRC governmental authorities, other than nominal processing charges. Under PRC laws and regulations, the PRC governmental authorities are required to process such approvals or registrations or deny our application within a prescribed time period, which is usually less than 90 days. The actual time taken, however, may be longer due to administrative delays. If we are required to obtain these registrations or approvals, we cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our operations in Hong Kong. If we fail to receive such registrations or approvals, our ability to use the proceeds from our funds to capitalize our Hong Kong operations may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.

SAFE Circular 37

SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls. On February 13, 2015, SAFE Notice No. 13 was promulgated, pursuant to which the aforementioned registration shall be conducted with and handled by qualified banks.

We have notified substantial beneficial owners of our ordinary shares who we know are PRC residents of their filing obligation, and to the best of our knowledge, those shareholders whom we know are PRC residents have completed the registration or will carry out the registration as required under SAFE Circular 37. However, we may not be aware of the identities of all our beneficial owners who are PRC residents. In addition, we do not have control over our beneficial owners and cannot assure you that all of our PRC resident beneficial owners will comply with SAFE Circular 37. The failure of our beneficial owners who are PRC residents to register or amend their SAFE registrations in a timely manner pursuant to SAFE Circular 37 or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Failure to register or amend the registration may also limit our ability to contribute additional capital to our PRC subsidiaries or receive dividends or other distributions from our PRC subsidiaries or other proceeds from disposal of our PRC subsidiaries, or we may be penalized by SAFE.

Share Option Rules

~~Under~~The ~~the~~Company, ~~Administration Measures~~being ona ~~Individual~~Hong Kong ~~Foreign~~intermediate ~~Exchange~~holding ~~Control~~entity ~~issued~~can byoperate ~~the~~share ~~PBOC~~option onscheme ~~December~~(the ~~25,~~“Scheme”) ~~2006,~~for ~~all~~the ~~foreign~~purpose ~~exchange~~of ~~matters~~attracting, ~~involved~~retaining, and inmotivating ~~employee share~~employees, ~~ownership~~directors, ~~plans~~consultants, and ~~share~~other ~~option~~eligible ~~plans~~participants, inwhile ~~which~~aligning ~~PRC~~their ~~citizens~~interests ~~participate~~with ~~require~~those ~~approval~~of ~~from~~the ~~SAFE~~Company and or its ~~authorized branch~~shareholders. ~~Pursuant to~~The ~~SAFE~~Scheme ~~Circular~~is ~~37,~~established ~~PRC~~in ~~residents~~accordance ~~who~~with ~~participate~~the inapplicable ~~share~~rules ~~incentive~~and ~~plans~~regulations inunder ~~overseas~~the ~~non-publicly-listed~~Hong ~~companies~~Kong ~~may submit applications~~Companies toOrdinance ~~SAFE~~(Cap. or622) ~~its~~and ~~local~~the ~~branches~~Rules ~~for~~Governing the ~~foreign~~Listing ~~exchange~~of ~~registration~~Securities ~~with~~on ~~respect~~The toStock ~~offshore~~Exchange ~~special~~of ~~purpose~~Hong ~~companies.~~Kong InLimited ~~addition,~~(the ~~under~~“Listing ~~the~~Rules”). ~~Notices~~Under onthe ~~Issues~~Scheme, ~~concerning~~ the ~~Foreign~~Board ~~Exchange~~of ~~Administration~~Directors ~~for~~may, ~~Domestic~~at ~~Individuals~~its ~~Participating~~discretion, ingrant ~~Share~~options ~~Incentive~~to ~~Plans~~subscribe ~~of Overseas~~for ~~Publicly-Listed~~ordinary ~~Companies~~shares in the Company, orsubject to the ~~Share~~terms ~~Option~~and ~~Rules,~~conditions ~~issued~~set byforth ~~SAFE~~in onthe ~~February~~Scheme. ~~15,~~The ~~2012~~exercise price, ~~PRC~~vesting ~~residents~~period, ~~who~~and ~~are~~other ~~granted~~specific ~~shares~~terms of oreach ~~share~~option ~~options~~grant are determined by ~~companies~~the ~~listed~~Board, onprovided ~~overseas~~that ~~stock~~the ~~exchanges~~exercise ~~under~~price ~~share~~shall ~~incentive~~not ~~plans~~be ~~are~~less ~~required~~than tothe highest of (i) ~~register~~the ~~with SAFE or~~closing ~~its~~price ~~local~~of ~~branches,~~the ~~(ii)~~Company’s ~~retain~~shares aon ~~qualified~~the ~~PRC~~date ~~agent,~~of ~~which~~grant; ~~may~~(ii) bethe aaverage ~~PRC~~closing ~~subsidiary~~price of the ~~overseas~~Company’s ~~listed~~shares ~~company~~for orthe ~~another~~five ~~qualified~~business ~~institution~~days ~~selected~~preceding by the ~~PRC~~date ~~subsidiary,~~of togrant; ~~conduct~~and (iii) the ~~SAFE~~nominal ~~registration~~value ~~and~~of ~~other~~the ~~procedures~~Company’s ~~with~~shares. ~~respect~~The tototal ~~the~~number ~~share~~of ~~incentive~~shares that may be issued ~~plans~~under onthe ~~behalf~~Scheme shall not exceed 10% of the ~~participants,~~Company’s ~~and~~issued ~~(iii)~~share ~~retain~~capital anas ~~overseas~~of ~~institution~~the todate ~~handle~~of ~~matters~~shareholders’ approval, unless refreshed by shareholders in ~~connection~~accordance with ~~their~~the ~~exercise~~Listing ofRules. ~~share options,~~The ~~purchase~~Scheme ~~and~~is ~~sale~~subject ofto ~~shares~~periodic orreview ~~interests~~ and ~~funds~~compliance ~~transfers~~with regulatory requirements in Hong Kong.

Regulation of Dividend Distributions

~~The~~Dividend ~~principal laws, rules and regulations governing dividend~~ distributions by the ~~foreign-invested~~Company ~~enterprises~~are insubject to the ~~PRC~~applicable ~~are~~laws ~~the~~and ~~Company~~regulations ~~Law~~ of ~~the~~Hong ~~PRC~~Kong, asincluding ~~amended,~~ the ~~Wholly~~Companies ~~Foreign-owned~~Ordinance ~~Enterprise~~(Cap. ~~Law~~622), and ~~its~~the ~~implementation~~Rules Governing ~~regulations,~~ the ~~Chinese-foreign~~Listing ~~Cooperative~~of ~~Joint~~Securities ~~Venture~~on ~~Law~~The ~~and~~Stock ~~its implementation~~Exchange ~~regulations,~~of ~~and~~Hong ~~the~~Kong ~~Chinese-foreign~~Limited ~~Equity~~(the ~~Joint~~"Listing ~~Venture~~Rules"). ~~Law~~Under ~~and~~Hong ~~its~~Kong ~~implementation~~law, ~~regulations.~~dividends may ~~Under~~only ~~these~~be ~~laws,~~paid ~~rules and~~out ~~regulations,~~of ~~foreign-invested~~profits ~~enterprises~~available ~~may~~for ~~pay~~distribution, ~~dividends~~which ~~only~~generally ~~out~~refers ofto ~~their~~the accumulated ~~profit,~~profits ifof ~~any,~~the Company as ~~determined~~ stated in ~~accordance with~~its ~~PRC~~unaudited ~~accounting~~financial ~~standards~~statements, ~~and~~after ~~regulations.~~providing ~~Both~~for ~~PRC~~all ~~domestic~~applicable ~~companies~~expenses, liabilities, and ~~wholly-foreign~~reserves. ~~owned~~The ~~PRC~~declaration ~~enterprises~~and payment of dividends are ~~required~~subject to ~~set aside~~the adiscretion ~~general~~of ~~reserve~~the Board of atDirectors, ~~least~~which ~~10%~~considers ofthe ~~their~~Company’s ~~after-tax~~financial ~~profit~~performance, ~~until~~cash flow ~~the~~position, ~~cumulative~~future ~~amount~~capital ofrequirements, ~~such~~and ~~reserve~~other ~~reaches~~relevant ~~50%~~factors. ofAdditionally, ~~their~~any ~~registered capital.~~dividend Adistribution ~~PRC~~is ~~company~~subject isto ~~not~~compliance with ~~permitted~~the toCompany’s ~~distribute~~constitutional documents and any ~~profits~~restrictions ~~until~~or ~~any~~covenants ~~losses~~contained ~~from~~in ~~prior~~agreements ~~fiscal~~with ~~years~~lenders ~~have~~or ~~been~~other ~~offset~~financing arrangements. ~~Profits~~There ~~retained from~~is ~~prior~~no ~~fiscal~~withholding ~~years~~tax ~~may~~on bedividends ~~distributed~~paid ~~together~~by ~~with~~a ~~distributable~~Hong ~~profits~~Kong ~~from~~company ~~the~~to ~~current~~its ~~fiscal~~shareholders, ~~year~~regardless of their residence or nationality.

SEASONALITY.

~~Our~~The consulting business isin South-East ~~highly~~Asia, ~~dependent~~including key markets like Malaysia and Singapore, experiences notable seasonality driven by cultural, economic, and ~~upon~~business ~~various~~cycles. ~~festivals~~The first quarter often sees slower activity due to the Chinese New Year, which causes a temporary lull in ~~Hong~~business ~~Kong~~operations as many clients scale back engagements. Conversely, the second and ~~China~~third quarters generally see a surge in demand as companies refocus on growth initiatives and budget utilization after the holiday period. InThis ~~Hong~~is ~~Kong~~particularly evident in Singapore’s financial and professional ~~China~~services sectors, wewhere ~~experience~~mid-year ~~peak~~strategy reviews and compliance deadlines fuel consulting needs. In Malaysia, demand ~~for~~often picks ~~our~~up ~~services~~around ~~during~~the ~~Chinese~~government’s ~~New~~fiscal ~~Year~~planning period and before the announcement of the national budget. The fourth quarter tends to be a mixed period; while some businesses rush to complete projects before the year-end, others adopt a wait-and-see approach due to ~~Easter~~budget constraints and preparations for the holiday season. Additionally, ~~summer~~the ~~holiday~~region's reliance on tourism, manufacturing, and ~~Christmas~~export-oriented sectors incan ~~December~~amplify seasonal variations, especially during global economic shifts and peak travel seasons.

INSURANCE.

~~Our~~Insurance ~~business~~for isconsulting ~~located~~businesses in Southeast ~~Hong~~Asia, ~~Kong~~including ~~are~~but ~~subject~~not limited to ~~the~~Malaysia ~~laws~~ and ~~regulations~~Singapore, ofplays ~~Hong~~a ~~Kong~~crucial ~~governing~~role in safeguarding firms against various operational risks. Consulting businesses ~~concerning,~~often inface ~~particular~~potential ~~labor~~liabilities arising from professional errors, ~~occupational~~omissions, ~~safety~~or client dissatisfaction, making Professional Indemnity Insurance a critical coverage. This type of insurance protects against legal costs and ~~health~~claims resulting from professional negligence. Additionally, ~~contracts~~Public Liability Insurance is essential, ~~tort~~as ~~and~~it ~~intellectual~~covers third-party injuries or property damage occurring in the course of business operations. ~~Furthermore~~In Malaysia, weinsurance ~~need~~requirements tomay ~~comply~~vary ~~with~~based on the ~~rules~~consulting sector and ~~regulations~~licensing ofbodies, ~~Hong~~while in ~~Kong~~Singapore, ~~governing the~~businesses ~~data~~are ~~usage~~encouraged ~~and~~to ~~regular~~maintain ~~terms~~comprehensive ofcoverage, ~~service~~especially ~~applicable~~in toindustries ~~our~~dealing ~~potential~~with ~~customers~~financial or ~~clients~~legal advisory. With As the ~~information~~region’s ofrapid ~~our~~economic ~~potential~~development ~~customers or~~and ~~clients~~growing isregulatory ~~preserved~~frameworks, inconsulting ~~Hong~~firms ~~Kong,~~increasingly weseek ~~need~~Business Interruption Insurance and Cyber Liability Insurance to ~~comply~~mitigate risks associated with ~~the~~data ~~Hong~~breaches ~~Kong~~and ~~Personal~~operational ~~Data~~disruptions. ~~(Privacy)~~As ~~Ordinance~~cross-border consulting activities expand, policies offering regional coverage have become more popular, ensuring businesses remain protected across multiple Southeast Asian markets.

CORPORATE INFORMATION

Our principal executive and registered offices are located at 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, telephone number +852-2824 8560.

NEAR-TERM REQUIREMENTS FOR ADDITIONAL CAPITAL

We believe that we will require approximately $1,000,000 over the next 18-24 months to implement our business plan of expanding throughout Hong Kong. For the immediate future, we intend to finance our business expansion efforts through loans from existing shareholders or financial institutions.

AVAILABLE INFORMATION

Access to all of our Securities and Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is provided, free of charge, on our website (www.luduson.com) as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The reports will be provided at no cost to the requester. Each request for these reports should be made to Luduson G Inc., Attention: Secretary, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.

Globex Transfer, LLC located at 780 Deltona Boulevard, Suite 202, Deltona, Florida 32725, telephone number (813) 344-4490, facsimile (386) 267-3124, serves as our stock transfer agent.

ITEM 1A. RISK FACTORS.

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this document in evaluating our company and its business before purchasing shares of our company's common stock. You could lose all or part of your investment due to any of these risks.

Risks Relating to the Company

~~COVID-19~~Volatility ~~has~~in ~~had an~~Global ~~adverse~~Interest ~~effect~~Rate that is material on our business and may continue to do so for the next twelve months.

~~During~~Although ~~March~~2024 ~~2020,~~marks ~~the~~a ~~World~~period ~~Health~~of ~~Organization~~relative ~~declared~~stabilization ~~the~~compared ~~rapidly growing coronavirus outbreak~~ to bethe apeak ~~global~~years ~~pandemic. The COVID-19 pandemic has significantly impacted health and economic conditions throughout Hong Kong and China. National, regional and local governments took a variety~~ of ~~actions to contain~~ the ~~spread of COVID-19~~pandemic, ~~including~~residual ~~office~~challenges and ~~store~~structural ~~closures~~shifts orcontinue ~~capacity~~to ~~limitations.~~affect ~~These developments have caused a material~~our ~~adverse impact on the Company’s results of~~ operations, ~~financial~~client ~~condition~~demand, and ~~cash~~overall ~~flows~~financial performance.

We cannot predict how soon we will be able to resume normal operations as our ability to resume will depend in part on the actions of a number of governmental bodies over which we have no control. Moreover, once restrictions are lifted, it is unclear how quickly customers will commence operations and resume consuming our products and service, which may be a function of continued concerns over safety and/or depressed consumer sentiment due to adverse economic conditions, including job losses. Considering the significant uncertainty as to when we can resume operations and the uncertain customer demand environment, in addition to the actions described above, we expect to engage in conversations with potential investors to secure additional sources of financing. 9

~~The~~· ~~outbreak~~Revenue ~~of COVID-19 has caused significant disruptions to the Company’s ability to generate revenues~~ and ~~cash~~Client flows, and uncertainty regarding the length of the disruption may adversely impact our financial condition and ability to raise additional capital. As part of our business continuity efforts, we reduced expenses broadly, including cutting back capital spending. The ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows will depend on our ability to have sufficient liquidity until such time as we again generate revenue and profits capable of supporting our ongoing operations, all of which remain highly uncertain at this time.Demand

WeDuring ~~may~~the beheight ~~materially~~of the pandemic, many businesses ~~and~~reduced ~~adversely~~discretionary ~~affected~~spending, byincluding ~~the~~consulting ~~complexity~~services, ~~uncertainties~~which ~~and~~led ~~changes~~to a temporary decline in ~~PRC~~our ~~regulation~~revenue. ofWhile ~~the~~economic ~~companies~~activity has ~~and~~rebounded, ~~businesses~~some industries we serve, particularly in ~~the~~sectors like retail, travel, and hospitality, are still recovering from prolonged disruptions. Additionally, remote work trends and digital ~~space~~transformation initiatives have altered client needs, increasing demand for technology-driven consulting services while reducing traditional in-person engagements.

In· ~~recent~~Supply ~~activity,~~Chain ~~the PRC government has issued extensive regulations affecting the digital industry such as online gaming, online tutoring, e-commerce~~ and ~~other online~~Inflationary and technology companies, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the digital space. These laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violations of applicable laws and regulations. There is also uncertainty regarding such laws may be expanded to increase its effect on our business and operations. Issues, risks and uncertainties relating to PRC regulations of digital businesses include, but are not limited to, the following:Pressures

13Global supply chain disruptions and inflationary pressures, exacerbated by the pandemic, have increased the cost of certain services and operational expenses. While we have taken steps to mitigate these impacts through strategic pricing and cost management, ongoing economic uncertainty continues to pose a risk to profitability.

· ~~There~~Regulatory ~~are uncertainties relating to the regulation of the online gaming~~ and ~~Internet~~Compliance business in China, including evolving licensing practices and the requirement for real-name registrations and the applicability of PRC regulations to Hong Kong companies. Permits, licenses or operations of our Hong Kong subsidiaries may be subject to challenge, we may not be able to timely obtain or maintain all the required licenses or approvals, permits, or to complete filing, registration or other formalities necessary for our present or future operations, and we may not be able to renew certain permits or licenses or renew certain filing or registration or other formalities.Considerations

· The evolving ~~PRC~~ regulatory ~~system~~landscape inrelated ~~the digital space may lead~~ to ~~the~~health and ~~establishment~~safety ~~of new regulatory agencies. For example~~measures, indata ~~May~~security 2011, the State Council announced the establishment of a new department, the State Internet Information Office. The primary role of this new agency is to facilitate the policy-making and legislative development in ~~this~~remote ~~field~~work to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the Internet industry. We are unable to determine what policies this new agency or any new agencies to be established in the future may have or how they may interpret existing lawsenvironments, ~~regulations~~ and ~~policies~~government ~~and~~assistance ~~how~~programs ~~they~~has ~~may~~required ~~affect~~continued ~~us.~~compliance ~~Further, new laws, regulations or policies may be promulgated or announced that will regulate Internet activities, including online video and online advertising businesses~~efforts. Any Inchanges ~~August 2021, the National Press and Publication Administration issued new limits restricting online gaming for minors which may adversely impact our gaming business~~ in ~~Hong Kong. If~~ these ~~new laws,~~ regulations orcould ~~policies~~impact ~~are promulgated, additional licenses may be required for~~ our ~~operations.~~cost Ifstructure ~~our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws~~ and ~~regulations,~~operational ~~we could be subject to penalties, and our business could be disrupted~~flexibility.

~~The~~As ~~interpretation~~we ~~and~~move ~~application of existing PRC laws~~forward, ~~regulations~~we ~~and~~remain ~~policies~~focused ~~and~~on ~~possible~~adapting to ~~new~~post-pandemic ~~laws,~~shifts ~~regulations~~by orenhancing ~~policies~~our ~~relating to the~~ digital ~~industry~~consulting ~~have created substantial uncertainties regarding the legality of existing and future foreign investments in~~capabilities, ~~and~~optimizing ~~the~~cost ~~businesses and activities of~~structures, ~~Internet~~ ~~businesses in China~~ and ~~Hong~~diversifying ~~Kong~~service ~~including our business~~offerings. While ~~There~~uncertainties ~~are~~persist, ~~also~~we ~~risks~~believe that weour ~~may~~strategic beinvestments ~~found~~in totechnology ~~violate the existing or future laws~~ and ~~regulations~~human ~~given~~capital ~~the~~position ~~uncertainty~~us ~~and~~well ~~complexity~~for ofsustained growth ~~China’s~~in ~~regulation of~~ the ~~digital~~evolving ~~industry~~business environment.

~~Our~~Despite ~~business~~lingering ~~generates and~~challenges ~~processes~~from ~~personal data~~COVID-19, ~~and~~ we are ~~required~~optimistic toabout ~~comply~~the ~~with~~long-term ~~PRC~~prospects ~~laws~~of ~~and~~our ~~regulations~~industry ~~relating to cyber security. These laws~~ and ~~regulations could~~our ~~create~~ability ~~unexpected costs, subject us~~ to ~~enforcement~~drive ~~actions~~value for ~~compliance failures, or restrict portions of~~ our ~~business~~clients orand ~~cause us to change our data practices or business model~~stakeholders.

~~Our~~We ~~business~~may ~~generates~~be ~~and~~materially ~~processes personal data~~ and ~~face~~adversely ~~risks~~affected ~~inherent~~by inthe ~~handling~~complexity, uncertainties and ~~protecting~~changes ~~personal~~in ~~data.~~South-East InAsia ~~particular,~~regulation weof ~~face~~the acompanies ~~number~~and ofbusinesses ~~challenges~~in ~~relating~~the toconsulting ~~data we collect through our game distribution platform, including:~~industry.

·Our ~~protecting~~business ~~the data in~~ generates and ~~hosted~~processes onpersonal ~~our system~~data, ~~including~~and ~~against~~we ~~attacks~~are onrequired ~~our~~to ~~system~~comply bywith ~~outside~~Personal ~~parties~~Data orProtection ~~fraudulent~~Act ~~behavior~~(“PDPA”) orlaws ~~improper use by our employees; · addressing concerns related to privacy~~ and ~~sharing,~~regulations for ~~safety,~~managing ~~security~~personal ~~and~~data. ~~other~~These ~~factors;~~laws and ·regulations ~~complying~~could ~~with~~create ~~applicable~~unexpected ~~laws~~costs, ~~rules~~subject ~~and~~us ~~regulations relating~~ to ~~the~~enforcement ~~collection,~~actions ~~use,~~for ~~storage~~compliance failures, ~~transfer,~~or ~~disclosure~~restrict ~~and~~portions ~~security~~ of ~~personal~~our ~~information,~~business ~~including~~or ~~any~~cause ~~requests~~us ~~from~~to ~~regulatory~~change ~~and~~our ~~government~~data ~~authorities~~practices ~~relating~~or tobusiness ~~this data~~model.

~~Governments~~Our ~~around~~operations ~~the~~across ~~world,~~Southeast ~~including~~Asia ~~the PRC government, have enacted or~~ are ~~considering~~subject ~~legislation related~~ to ~~online~~stringent ~~businesses. There may be an increase in legislation~~ and ~~regulation~~evolving ~~related~~data toprivacy ~~the collection~~ and ~~use~~personal ~~of anonymous internet user~~ data ~~and~~protection ~~unique device identifiers~~laws, ~~such~~including asbut IPnot ~~address~~limited orto Malaysia’s ~~mobile~~Personal ~~unique~~Data ~~device~~Protection ~~identifiers,~~Act ~~and~~2010 ~~other~~(PDPA) ~~data protection~~ and ~~privacy~~Singapore’s ~~regulation.~~Personal ~~The~~Data ~~PRC~~Protection ~~regulatory~~Act ~~and~~2012 ~~enforcement~~(PDPA). ~~regime~~These ~~with~~regulations ~~regard~~govern the tocollection, ~~data~~use, ~~security~~storage, and ~~data~~transfer ~~protection~~of ispersonal ~~evolving.~~data, Weimposing ~~may~~strict becompliance ~~required~~obligations byon ~~Chinese~~businesses ~~governmental~~operating ~~authorities~~within tothese ~~share personal information~~jurisdictions. ~~and~~Failure ~~data that we collect~~ to ~~comply~~adhere ~~with PRC laws relating~~ to ~~cybersecurity. All~~ these ~~laws~~requirements ~~and regulations~~ may result in ~~additional~~significant ~~expenses to~~fines, uslegal actions, and ~~any~~reputational ~~non-compliance~~damage. ~~may~~In ~~subject~~Malaysia, usbusinesses must toobtain ~~negative~~consent ~~publicity~~before ~~which~~processing ~~could~~personal ~~harm~~data ~~its reputation~~ and ~~negatively~~ensure ~~affect~~adequate ~~the~~safeguards ~~trading price of our securities. There~~ are ~~also~~in ~~uncertainties~~place, ~~with~~while ~~respect to how these laws will be implemented~~ in ~~practice.~~Singapore, ~~PRC~~companies ~~regulators~~are ~~have been~~required ~~increasingly~~to ~~focused~~implement onrobust ~~regulation in the areas of~~ data ~~security and data~~ protection. ~~We expect that these areas will receive greater attention and focus from regulators~~policies, asconduct ~~well~~regular ~~as attract continued or greater public scrutiny and attention going forward~~audits, ~~which could increase our compliance costs~~ and ~~subject~~report ~~it to heightened risks and challenges associated with~~ data ~~security~~breaches ~~and protection~~promptly. IfOther weSoutheast ~~are unable~~Asian ~~to manage these risks~~countries, such weas ~~could become subject to penalties~~Thailand, ~~fines~~Indonesia, ~~suspension~~the ofPhilippines, ~~business~~ and ~~revocation~~Vietnam, ofhave ~~required~~introduced ~~licenses, and~~or ~~our~~are ~~reputation~~in ~~and~~the ~~results~~process of ~~operations~~strengthening ~~could~~their bedata ~~materially and adversely affected. In addition~~protection regimes, ~~regulatory~~increasing ~~authorities around~~ the ~~world~~ ~~have~~complexity ~~recently~~of ~~adopted~~cross-border oroperations. ~~are~~Divergent ~~considering~~regulatory aframeworks ~~number of legislative~~ and ~~regulatory~~enforcement ~~proposals~~practices ~~concerning~~across ~~data~~the ~~protection. These legislative~~region ~~and~~pose ~~regulatory~~operational ~~proposals~~challenges, ifrequiring ~~adopted~~continuous monitoring, ~~and~~staff ~~the~~training, ~~uncertain interpretations~~ and ~~application~~investment ~~thereof could,~~ in ~~addition~~data tosecurity ~~the~~infrastructure. ~~possibility~~Non-compliance ofwith ~~fines,~~these ~~result~~data inprotection anlaws ~~order~~could ~~requiring~~materially ~~that~~and weadversely ~~change~~affect our ~~data~~business ~~practices~~operations, ~~which~~expose ~~could~~us ~~have~~to anregulatory ~~adverse~~scrutiny, ~~effect on our business~~ and ~~results~~undermine ofstakeholder ~~operations~~confidence.

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers.

We may become subject to a variety of laws and regulations in the ~~PRC~~South-East ~~and~~Asia ~~Hong Kong~~ regarding privacy, data security, cybersecurity, and data protection. These ~~laws~~ laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and ~~regulations~~ regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

We expect to obtain information about various aspects of our operations as well as regarding our employees and third parties. We also maintain information about various aspects of our operations as well as regarding our employees. The integrity and protection of our customer, employee and company data is critical to our business. Our customers, end users and employees expect that we will adequately protect their personal information.

We are required by applicable laws to keep strictly confidential the personal information that we collect, and to take adequate security measures to safeguard such information.

~~The~~Under ~~PRC~~Malaysia’s ~~Criminal Law, as~~Computer ~~amended~~Crimes byAct ~~its~~1997 ~~Amendment~~and 7other ~~(effective~~related onlegislation, ~~February~~unauthorized 28access, ~~2009)~~theft, ~~and~~or ~~Amendment~~misuse 9of ~~(effective~~data, onincluding ~~November~~personal 1information, ~~2015),~~is ~~prohibits~~a ~~institutions~~criminal offense, ~~companies and~~punishable ~~their~~by ~~employees~~fines ~~from~~and ~~selling~~imprisonment. orCompanies ~~otherwise~~operating ~~illegally~~in ~~disclosing~~Malaysia aare ~~citizen’s~~required ~~personal~~to ~~information~~take ~~obtained~~reasonable ~~during~~steps ~~the~~to ~~course~~secure oftheir networks ~~performing~~and ~~duties~~information orsystems, ~~providing~~prevent ~~services~~data orbreaches, ~~obtaining~~and ~~such~~ensure ~~information~~the ~~through~~lawful ~~theft~~processing orof ~~other~~personal ~~illegal ways~~data. OnNon-compliance ~~November~~with 7,these ~~2016,~~data ~~the Standing~~protection ~~Committee~~and ofcybersecurity ~~the~~regulations ~~PRC~~can ~~National~~lead ~~People’s~~to ~~Congress~~enforcement ~~issued the Cyber Security Law of the PRC~~actions, orreputational ~~Cyber Security Law~~damage, ~~which~~and ~~became~~potential ~~effective on~~disruption ~~June~~to 1,business ~~2017~~operations.

~~Pursuant~~Oversea toListing ~~the Cyber Security~~Requirement Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for ~~their~~local ~~products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.~~entities

~~The~~Additional ~~Civil~~disclosures ~~Code of the PRC~~may ~~(issued~~be byrequired ~~the~~to ~~PRC~~ensure ~~National~~that ~~People’s~~Malaysian ~~Congress~~investors onare ~~May~~adequately ~~28,~~informed. ~~2020~~Companies ~~and~~are ~~effective~~also ~~from~~expected ~~January~~to 1,comply ~~2021)~~with ~~provides~~Bank ~~main~~Negara ~~legal basis for~~Malaysia’s ~~privacy~~(BNM) ~~and~~foreign ~~personal~~exchange ~~information~~administration ~~infringement~~rules ~~claims~~when ~~under~~raising ~~the~~funds ~~Chinese civil laws. PRC regulators~~overseas, ~~including~~particularly ~~the~~regarding ~~Cyberspace Administration of China, MIIT, and~~ the ~~Ministry~~remittance of ~~Public~~proceeds ~~Security have been increasingly focused on regulation in the areas of data security~~ and ~~data~~cross-border ~~protection~~transactions.

~~The~~Post-listing, ~~PRC~~Malaysian ~~regulatory requirements~~entities ~~regarding~~remain ~~cybersecurity~~subject ~~are~~to ~~constantly~~domestic ~~evolving.~~financial ~~For~~reporting ~~instance,~~and ~~various~~disclosure ~~regulatory bodies in China~~requirements, ~~including~~alongside the ~~Cyberspace~~ongoing ~~Administration of~~obligations ~~China, the Ministry~~ of ~~Public Security and~~ the ~~SAMR,~~foreign ~~have~~stock ~~enforced~~exchange. Non-compliance ~~data privacy and protection laws and regulations~~ with ~~varying~~these ~~and evolving~~requirements ~~standards~~may ~~and~~result ~~interpretations.~~in Inregulatory ~~April 2020~~action, ~~the Chinese government promulgated Cybersecurity Review Measures~~fines, ~~which~~or ~~came~~reputational ~~into effect on June 1~~damage, ~~2020.~~potentially ~~According~~affecting to the ~~Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity~~company’s ~~review~~financial ~~when~~position ~~purchasing network products~~ and ~~services~~market ~~which do or may affect national security~~perception.

15If we fail to retain existing or attract new businesses to enter the US Public Listing route, maintain and increase our exposure to South-East Asia emerging entities, or if we are unable to collect accounts receivable in a timely manner, our business, financial condition may be adversely affected.

InOur ~~November 2016~~business, ~~the~~financial ~~Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”)~~condition, ~~which became~~ ~~effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity~~ and ~~data protection,~~future ~~subjecting~~growth ~~many~~prospects ~~previously~~may ~~under-regulated~~be oradversely ~~unregulated~~affected ~~activities~~if inwe ~~cyberspace~~fail to ~~government~~retain ~~scrutiny.~~existing ~~The~~clients legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or ~~relevant~~attract ~~permits.~~new Inbusinesses ~~April~~seeking ~~2020,~~to ~~the Cyberspace Administration of China~~pursue ~~and certain other PRC regulatory authorities promulgated~~ the ~~Cybersecurity Review Measures, which became effective in June 2020~~U. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national securityS. ~~On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for~~ public ~~comments~~listing ~~(“2021~~route. ~~Measures”),~~Our ~~which~~ability ~~required that, in addition~~ to ~~“operator~~maintain ~~of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review,~~ and ~~further~~expand ~~elaborated~~our ~~the~~exposure ~~factors~~ to beemerging ~~considered when~~entities ~~assessing~~across ~~the~~Southeast ~~national security risks of the relevant activities~~Asia, including, ~~among others~~Malaysia, ~~(i) the risk of core data, important data~~ ~~or a large amount of personal information being stolen~~Singapore, ~~leaked~~Indonesia, ~~destroyed~~Thailand, and ~~illegally~~other ~~used~~developing ormarkets, ~~exited~~is ~~the country; and (ii) the risk of~~ critical ~~information~~to ~~infrastructure,~~our ~~core~~long-term ~~data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad~~success. ~~The~~These ~~2021~~markets ~~Measures~~represent ~~became effective on February 15, 2022. The Cyberspace~~significant ~~Administration~~growth ofopportunities; ~~China has said that under the 2021 Measures companies holding data on more than 1~~however,~~000,000~~ ~~users~~competition ~~must~~is ~~now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected~~intensifying, ~~controlled,~~ and ~~maliciously~~clients ~~exploited~~may byseek ~~foreign~~alternative ~~governments.”~~advisory ~~The~~firms ~~cybersecurity~~or ~~review~~financing ~~will also investigate the potential national security risks from overseas IPOs~~avenues. Article 7 of the 2021 Measures states that “Where any network platform operator who possesses the personal information of more than one million users seeks foreign listings (“国外上市”), it shall file an application with the Office of Cybersecurity Review for cybersecurity review.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs.

WeFurthermore, dodelays ~~not~~or ~~know~~defaults in ~~what~~collecting ~~regulations will~~accounts bereceivable ~~adopted~~from orclients ~~how~~could ~~such~~strain ~~regulations~~our ~~will~~working ~~affect~~capital, ~~us.~~disrupt Incash ~~the~~flows, ~~event~~and ~~that~~impact ~~the~~our ~~Cyberspace~~profitability. ~~Administration~~Extended payment ofcycles ~~China~~or ~~determines~~non-payment, ~~that~~particularly wefrom ~~are subject~~startups toand ~~these~~growth-stage ~~regulations~~companies in emerging markets, ~~our~~could ~~securities~~further ~~may~~exacerbate nothese risks. ~~longer~~Failure beto ~~traded~~address onthese ~~the~~challenges ~~OTC~~could QBmaterially and weadversely ~~may~~affect beour ~~subject~~business tooperations ~~fines~~ and ~~penalties~~financial performance.

WeImportance believe that we will not be subject to the cybersecurity review by the CAC for this offering, given that: (i) our products and services are offered not directly to individual users but through our business customers; (ii) we do not possess a large amount of ~~personal information in our business~~Fundraising ~~operations;~~Advisory and ~~(iii)~~Potential ~~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~~Impact. However, there remains uncertainty as to how the 2021 Measures will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the 2021 Measures. If any such new laws, regulations, rules, or implementation and interpretation comes into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us.

OnAs ~~June~~a ~~10,~~Listing ~~2021~~Consultant, our ~~the~~ability ~~Standing Committee~~to ofoffer ~~the~~clients ~~NPC~~strategic ~~promulgated~~fundraising ~~the~~options ~~PRC~~is ~~Data~~a ~~Security~~critical ~~Law,~~component ~~which~~of ~~took~~our ~~effect~~service onoffering ~~September~~and 1,is ~~2021~~essential to their successful listing and post-listing growth. ~~The~~We ~~Data~~facilitate ~~Security~~access ~~Law~~to ~~also~~various ~~sets~~financing ~~forth the~~avenues, ~~data~~including ~~security~~pre-IPO ~~protection~~funding, ~~obligations~~private ~~for~~placements, ~~entities~~bridge financing, and ~~individuals~~public ~~handling~~market ~~personal~~capital ~~data~~raising, ~~including~~enabling ~~that~~our noclients ~~entity~~to orsecure ~~individual~~the ~~may~~necessary working capital to support their business expansion ~~acquire~~and ~~such~~listing ~~data~~ambitions. byOur ~~stealing~~capacity orto ~~other~~identify ~~illegal~~suitable ~~means~~investors, ~~and~~structure ~~the~~financing ~~collection~~solutions, and ~~use~~navigate ofcross-border ~~such~~fundraising regulations—particularly ~~data~~in ~~should~~Southeast ~~not~~Asia ~~exceed~~and the ~~necessary~~U.S.—enhances ~~limits~~our value proposition. ~~The~~ ~~costs~~However, ofif ~~compliance~~we are unable to maintain strong relationships with funding partners, ~~and~~or ~~other~~if ~~burdens~~market ~~imposed~~conditions bydeteriorate, ~~CSL~~limiting ~~and~~access ~~any~~to ~~other~~financing ~~cybersecurity~~for ~~and~~our ~~related~~clients, ~~laws~~our advisory capabilities may ~~limit~~be ~~the~~compromised. ~~use~~This could lead to reduced client confidence, delays in listings, and ~~adoption~~ the potential loss of business. Furthermore, if clients are unable to secure sufficient funding through our ~~products~~advisory ~~and~~network, ~~services~~they ~~and~~may ~~could~~resort ~~have~~to anless ~~adverse~~favorable ~~impact~~financing terms onor alternative consultants, which could materially and adversely affect our business performance and growth prospects.

On August 20, 2021, the Standing Committee of the NPC approved the Personal Information Protection Law (“PIPL”), which will become effective on November 1, 2021. The PIPL regulates collection of personal identifiable information and seeks to address the issue of algorithmic discrimination. Companies in violation of the PIPL may be subject to warnings and admonishments, forced corrections, confiscation of corresponding income, suspension of related services, and fines. We offer our products and services mainly to corporate clients and have limited interactions with individual end-users, which means our potential access or exposure to end-users’ personal identifiable information is limited. However, in the event we inadvertently accesses or becomes exposed to end-users’ personal identifiable information, through its corporate clients’ end-user-facing applications which access or store end users’ personal identifiable information, then we may face heightened exposure to the PIPL. We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we may be further required to suspend relevant business, shut down our website, or face other penalties, which could materially and adversely affect our business, financial condition, and results.11

16Our future performance depends to a significant degree upon the continued service of key members of management as well as well-connected Consultants and Key Personnel

If we fail to retain existing or attract new advertising customers to advertise within their customized gaming content, maintain and increase our wallet share of advertising budget, or if we are unable to collect accounts receivable in a timely manner, our business, financial condition may be adversely affected.

We generate a substantial part of our revenues from advertising or marketing customers who engage us to develop their customized gaming content to launch in their digital interactive marketing campaigns. However, because our advertising customers are not under long term contracts, we may not be able to retain our advertising customers in the future, attract new advertising customers continuously or be able to retain our advertising customers at all. If our advertising customers find that they can generate better returns elsewhere, or if our competitors provide better online advertising services to suit the advertising customers’ goals, we may lose some or all of our advertising customers. Since most of our advertising customers are not bound by long-term contracts, they may easily reduce or discontinue advertising arrangements without incurring material liabilities. Failure to retain existing advertising customers or attract new advertising customers to advertise within the video content produced by us or on our e-commerce platform may materially and adversely affect our business, financial conditions and results of operations.

The financial soundness of our marketing customers and agencies may affect our collection of accounts receivable. We make a credit assessment of our marketing customers and agencies to evaluate the collectability of the digital marketing service fees before entering into a contract. However, we may not be able to accurately assess the creditworthiness of each customer or agency, and any inability of customers or agencies to pay us for our services in a timely manner would negatively our liquidity and cash flows and may materially and adversely affect our business, financial condition and results of operations.

We may need to raise additional financing to support our operations and future acquisitions, but we cannot be sure that we will be able to obtain additional financing on terms favorable to us when needed. If we are unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.

Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. There can be no assurance that we will be able to obtain financing to fund our operations in light of factors beyond our control such as the market demand for our securities, the state of financial markets, generally, and other relevant factors. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Any sale of our Common Stock in the future may result in dilution to existing stockholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any future indebtedness or that we will not default on our future debts, which would thereby jeopardize our business viability. We may not be able to borrow or raise additional capital in the future to meet our needs, which might result in the loss of some or all of your investment in our Common Stock. Even if we do raise sufficient capital and generate revenues to support our operating expenses, there can be no assurance that the revenue will be sufficient to enable us to develop our business to a level where it will generate profits and cash flows from operations or provide a return on investment. In addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, the newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders and the trading price of our Common Stock could be adversely affected. Further, if we obtain additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations. If we are unable to continue as a going concern, you may lose your entire investment.

Our future performance depends to a significant degree upon the continued service of key members of management as well as marketing, sales and product development personnel.

We are dependent upon the continued service of Mr. Man Fai CHENG, our Chief Executive Officer and Director, and Eng Wah KUNG, our Chief Financial Officer, Secretary and Director. The loss of Messrs. CHENG or KUNG or one or more of our other key personnel would have a material adverse effect on our business, operating results and financial condition. We believe our future success will also depend in large part upon our ability to attract, retain and further motivate highly skilled management, marketing, sales and product development personnel. We expect to establish an incentive compensation plan for our key personnel to retain their services. We have experienced intense competition for personnel, and we cannot assure you that we will be able to retain our key employees or that we will be successful in attracting, assimilating and retaining personnel in the future.

Ho Chi WAN, our director and Non-Executive Chairman, beneficially owns approximately or has the right to vote 57.60% of our outstanding common stock. As a result, Ms WAN has a substantial voting power in all matters submitted to our stockholders for approval including:

	·	Election of our board of directors;
	·	Removal of any of our directors or officers;
	·	Amendment of our Amended Certificate of Incorporation or Bylaws;
	·	Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of his ownership and position, Ms WAN is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by him could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in our company may decrease. Ms WAN’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

~~Our~~Procurement ~~procurement~~ of ~~new~~ ~~games~~ Services and ~~amusement~~Financing ~~offerings~~Support ~~is contingent upon availability, and~~ in ~~some~~Public ~~instances,~~Listing ~~our ability to obtain licensing rights.~~Advisory

Our ability to ~~continue to~~successfully ~~procure~~deliver ~~new~~public ~~games,~~listing ~~amusement~~advisory ~~offerings,~~services ~~and~~is ~~other~~contingent ~~entertainment-related~~upon ~~equipment~~the isavailability ~~important~~of toessential ~~our~~third-party ~~business~~service ~~strategy.~~providers, ~~The~~including ~~number of~~legal ~~suppliers~~advisors, ~~from~~auditors, ~~which~~underwriters, wevaluation ~~can purchase games~~experts, ~~amusement offerings~~ and other ~~entertainment-related~~professionals ~~equipment~~involved isin ~~limited~~the listing process. ToIn ~~the~~certain ~~extent~~instances, ~~that~~our ~~the~~capability ~~number~~to ofsecure ~~suppliers~~and ~~declines,~~coordinate wethese ~~could~~services bein ~~subject~~a totimely ~~the~~and ~~risk~~cost-effective ofmanner ~~distribution~~is ~~delays,~~critical ~~pricing~~to ~~pressure,~~meeting ~~lack~~client ofexpectations ~~innovation~~ and ~~other~~ ~~associated~~ensuring ~~risks.~~the Wesmooth ~~may~~progression ~~not~~of belisting ~~able~~mandates. toAdditionally, ~~anticipate~~our orsuccess ~~react~~relies tosignificantly ~~changing~~on ~~amusement~~the ~~offerings~~expertise ~~cost~~and bynetworks ~~adjusting purchasing practices or~~of ~~game~~our ~~prices~~key personnel, ~~and~~including aconsultants ~~failure~~who topossess dospecialized soknowledge ~~could~~of ~~have~~listing aregulations ~~material~~and ~~adverse~~well-established ~~effect~~connections onwithin the ~~our~~financial ~~operating~~and ~~results~~regulatory ecosystem. InAny ~~addition,~~disruption ~~any~~in ~~decrease~~securing inthese ~~availability of~~external ~~new~~services, ~~amusement~~or ~~offerings~~the ~~that~~loss ~~appeal~~of toexperienced ~~customers~~and well-connected professionals, could ~~lead~~delay toclient ~~decreases~~projects, inerode ~~revenues~~client asconfidence, ~~customers~~and negatively ~~react~~impact toour ~~lack~~business ~~of new game options~~performance.

We have successfully developed several proprietary amusement offerings that are not available to operations outside the Company. Our ability to develop future offerings is dependent on, among other things, obtaining rights to compelling game content and developing new amusement offerings that are accepted by our customers. There is no guarantee that additional licensing rights will be obtained by us or that our customers will accept the future offerings that we develop. The result could be increased expenses without increased revenues putting downward pressure on our results of operations and financial performance.

A significant disruption in our computer systems and our inability to adequately maintain and update those systems could adversely affect our operations and our ability to maintain user confidence.

We rely extensively on our computer systems to manage and account for inventory, process user transactions, manage and maintain the privacy of users data, communicate with our vendors and other third parties, service accounts, and summarize and analyze results. We also rely on continued and unimpeded access to the Internet to use our computer systems. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, malicious attacks, security breaches, and catastrophic events. If our systems are damaged or fail to function properly or reliably, we may incur substantial repair or replacement costs, experience data loss or theft and impediments to our ability to manage inventories or process user transactions, engage in additional promotional activities to retain our users, and encounter lost user confidence, which could adversely affect our results of operations.

We continually invest to maintain and update our computer systems. Implementing significant system changes increases the risk of computer system disruption. The potential problems and interruptions associated with implementing technology initiatives, as well as providing training and support for those initiatives, could disrupt or reduce our operational efficiency, and could negatively impact user experience and user confidence.

If our efforts to protect the security of information about our resellers, customers, and other third parties are unsuccessful, we may face additional costly government enforcement actions and private litigation, and our sales and reputation could suffer.

We regularly receive and store information about our resellers, customers, merchants, vendors and other third parties. We have programs in place to detect, contain, and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from third parties or through open source solutions may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, and vendors.

To date, we have not encountered significant incidents of data breach or breaches that were material to our consolidated financial statements. If we, our vendors, or other third parties with whom we do business experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation. In addition, our users could lose confidence in our ability to protect their information, which could cause them to discontinue using our e-wallets, our digital products, or loyalty programs, or stop shopping with us altogether.

The success of our business depends on our ability to maintain and enhance our brand.

We believe that maintaining , protecting, and enhancing our brand and reputation is of significant importance to the long-term success and growth of our business. Our ~~well-recognized~~ brand isrepresents ~~critical~~the ~~to increasing~~trust ~~our~~and ~~user~~confidence ~~base~~our ~~and~~clients, ~~in turn~~partners, ~~expanding~~and ~~our~~investors ~~shoppers~~place ~~for~~in our ~~e-commerce~~services, ~~platform~~particularly ~~and~~within ~~attractiveness to advertising customers and content providers. Since~~ the ~~internet video industry is~~ highly competitive, ~~maintaining~~consulting and ~~enhancing~~public listing ~~our~~advisory ~~brand~~sector ~~depends~~across ~~largely~~Southeast onAsia ~~our ability to become~~ and ~~remain~~other amarkets ~~market leader~~ in ~~Hong Kong,~~ which ~~may~~we ~~be difficult and expensive to accomplish~~operate. ToA ~~the~~strong ~~extent our original content is perceived as low quality or otherwise not appealing to users, our ability to maintain~~ and ~~enhance~~recognizable ~~our~~ brand ~~may~~allows beus ~~adversely~~to ~~impacted~~differentiate ~~which~~ourselves infrom ~~turn~~competitors, ~~may~~attract ~~result~~and inretain anew ~~loss~~clients, ofand ~~users~~strengthen ~~for~~ our ~~mobile~~relationships ~~and~~with ~~online~~existing ~~video and e-commerce platform~~clients.

Any failure to preserve the integrity of our brand or any negative publicity—whether arising from regulatory issues, client dissatisfaction, adverse market perception, or operational shortcomings—could materially harm our reputation, reduce market demand for our services, and undermine our competitive position. Moreover, as we expand our operations and seek to grow our presence in Malaysia, Hong Kong, and other key markets, consistent brand development and reputation management will remain vital in gaining market acceptance and driving sustainable business performance. We intend to continue investing in marketing, client engagement, and service quality enhancement initiatives to maintain and elevate our brand’s standing, which we believe is a critical factor to our continued success.

We may grow our business through acquisitions in the near future, which may result in operating difficulties, dilution, and other harmful consequences.

We expect to achieve our business plan through a combination of organic growth and acquisitions and investments. We periodically evaluate an array of potential strategic transactions and may make one or more acquisitions in the near future. The process of integrating an acquired company, business, or technology may create unforeseen operating difficulties and expenditures. The areas where we face risks include:

	·	Implementation or remediation of controls, procedures, and policies at the acquired company;
	·	Diversion of management time and focus from operating our business to acquisition integration challenges;
	·	Cultural challenges associated with integrating employees from the acquired company into our organization;
	·	Retention of employees from the businesses we acquire;
	·	Integration of the acquired company’s accounting, management information, human resource, and other administrative systems;
	·	Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities;
	·	Litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders, or other third parties;
	·	In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries; and
	·	Failure to successfully further develop the acquired product, service or technology.

Our failure to address these risks or other problems encountered in connection with future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business generally.

Future acquisitions may also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Also, the anticipated benefit of many of our acquisitions may not materialize.

Other factors can have a material adverse effect on our future profitability and financial condition.

Many other factors can affect our profitability and financial condition, including:

· changes in, or interpretations of, laws and regulations including changes in accounting standards and taxation requirements; · changes in the rate of inflation, interest rates and the performance of investments held by us; · changes in the creditworthiness of counterparties that transact business with; · changes in business, economic, and political conditions, including: war, political instability, terrorist attacks, the threat of future terrorist activity and related military action; natural disasters; the cost and availability of insurance due to any of the foregoing events; labor disputes, strikes, slow-downs, or other forms of labor or union activity; and, pressure from third-party interest groups; · changes in our business and investments and changes in the relative and absolute contribution of each to earnings and cash flow resulting from evolving business strategies, changing product mix, changes in tax rates and opportunities existing now or in the future; · difficulties related to our information technology systems, any of which could adversely affect business operations, including any significant breakdown, invasion, destruction, or interruption of these systems; · changes in credit markets impacting our ability to obtain financing for our business operations; or · legal difficulties, any of which could preclude or delay commercialization of products or technology or adversely affect profitability, including claims asserting statutory or regulatory violations, adverse litigation decisions, and issues regarding compliance with any governmental consent decree.

~~Risk Factors Relating to Doing Business in Hong Kong~~13

~~The~~· ~~PRC~~changes ~~government has~~in ~~significant~~our ~~oversight~~business and ~~discretion~~investments ~~over~~and changes in the ~~conduct~~relative and absolute contribution of aeach ~~Hong~~to ~~Kong~~earnings ~~company’s~~and ~~business~~cash ~~operations~~flow orresulting tofrom ~~exert~~evolving ~~control~~business ~~over any~~strategies, ~~offering~~changing ofproduct ~~securities~~mix, ~~conducted~~changes ~~overseas~~in tax rates and~~/or~~ ~~foreign~~opportunities ~~investment~~existing now or in ~~China-based~~the ~~issuers~~future; · difficulties related to our information technology systems, ~~and~~any ~~may~~of ~~intervene~~which ~~with~~could oradversely ~~influence~~affect ~~our~~ business operations, ~~may~~including ~~limit~~any significant breakdown, invasion, destruction, or ~~completely~~interruption ~~hinder~~of these systems; · changes in credit markets impacting our ability to ~~offer~~obtain orfinancing ~~continue~~for toour ~~offer~~business ~~securities~~operations; toor ~~investors~~· legal difficulties, ~~and~~any ~~may~~of ~~cause~~which ~~the~~could ~~value of~~preclude ~~such~~or ~~securities~~delay tocommercialization ~~significantly~~of ~~decline~~products or betechnology ~~worthless,~~or asadversely ~~the~~affect ~~government~~profitability, ~~deems~~including ~~appropriate~~claims toasserting ~~further~~statutory or regulatory violations, ~~political~~adverse litigation decisions, and ~~societal~~ ~~goals~~issues regarding compliance with any governmental consent decree.

~~The~~Risk ~~PRC~~Factors ~~government~~Relating ~~may intervene or influence our operations at any time with little~~ to noDoing ~~advanced~~Business ~~notice, which could result~~ in a material change in our operations and/or the value of our common stock. For example, the PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding any industry that could adversely affect the business, financial condition and results of operations of our company. Furthermore, the PRC government has also recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.Malaysia

~~Recently,~~The ~~the~~Malaysian ~~PRC~~ government, ~~initiated~~along awith ~~series~~other of regulatory ~~actions~~authorities ~~and statements to regulate business operations~~ in ~~China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China~~South-~~based~~East ~~companies listed overseas using variable interest entity structure~~Asia, ~~adopting~~exercises ~~new~~significant ~~measures~~oversight ~~to extend the scope of cybersecurity reviews,~~ and ~~expanding~~discretion ~~the~~over ~~efforts in anti-monopoly enforcement. We believe we are not subject to cybersecurity review with~~ the ~~Cyberspace~~conduct ~~Administration~~ of China, or CAC, given that: (i) our products and services are offered not directly to individual users but through our institutional customers; (ii) we do not possess a large amount of personal information in our business operations;, ~~and (iii) 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.~~offering ~~See also “Risk Factors - We may become subject to a variety~~ of ~~laws and regulations in the PRC regarding privacy~~securities, ~~data security, cybersecurity,~~ and ~~data~~foreign ~~protection. We~~investments ~~may~~within betheir ~~liable for improper use or appropriation of personal information provided by our customers~~jurisdictions.”

20Our operations in Malaysia and Southeast Asia are subject to the authority of various regulatory bodies, including the Securities Commission Malaysia (SC) and Bank Negara Malaysia (BNM), which possess the power to influence business activities, capital markets, and foreign investments. Regulatory interventions or sudden changes in policies could affect our ability to raise capital offshore, attract foreign investors, or proceed with securities offerings. These actions may negatively impact the value of our securities and could impair our financial position.

WeThe ~~believe~~regulatory ~~that we are not~~environment ~~subject~~in toMalaysia ~~merger~~and ~~control review by China’s anti-monopoly enforcement agency due to~~ the ~~level~~broader ofSoutheast ~~our~~Asia ~~revenues~~region ~~which~~is ~~provided from us and audited by our auditor~~dynamic, ~~and~~with ~~the~~ongoing ~~fact~~updates ~~that we currently do not expect~~ to ~~propose~~policies orgoverning ~~implement~~investments, ~~any~~corporate ~~acquisition of control of~~practices, or ~~decisive~~and ~~influence~~financial ~~over,~~markets. ~~any~~Businesses ~~company~~ with ~~revenues~~offshore ~~within~~holding ~~China of more than RMB400 million. Currently~~structures, ~~these~~such ~~statements~~as ~~and regulatory actions have had no impact on our daily business operation~~ours, ~~the~~must ~~ability~~remain adaptable to ~~accept foreign investments and list our securities on an U.S. or other foreign exchange. Since~~ these ~~statements and~~ regulatory ~~actions are new, it is highly uncertain how soon legislative or administrative~~developments ~~regulation~~to ~~making~~ensure ~~bodies~~continued ~~will~~compliance ~~respond~~ and ~~what~~sustain ~~existing~~operational ~~or new laws or regulations or detailed implementations~~ and ~~interpretations~~financial ~~will be~~flexibility. ~~modified~~Failure orto ~~promulgated,~~comply ifwith ~~any, and the potential impact such modified or~~ new ~~laws~~requirements ~~and~~may ~~regulations~~expose ~~will have on our daily business~~us ~~operation, the ability~~ to ~~accept~~penalties ~~foreign investments and list our securities on an U.S.~~ or ~~other~~operational ~~foreign exchange~~disruptions.

We face the risk that changes in the policies of the ~~PRC~~Malaysia government could have a significant impact upon the business we may be able to conduct in the ~~Hong~~ ~~Kong~~Malaysia and the profitability of such business.

~~Our~~Additionally, ~~business~~shifts ~~and~~in ~~assets are~~government ~~primarily~~priorities ~~located~~or inregional ~~Hong~~geopolitical ~~Kong.~~uncertainties ~~Accordingly,~~may ~~economic,~~create ~~political~~obstacles ~~and~~for ~~legal~~foreign ~~developments~~investors ~~in Hong Kong~~ and ~~the PRC will significantly~~ affect ~~our~~ ~~business,~~market ~~financial condition, results of operations and prospects~~sentiment. ~~Policies~~Protective ~~of the PRC government can have significant effects on~~policies ~~economic~~or ~~conditions~~stricter infinancial ~~Hong~~controls ~~Kong.~~could ~~While~~limit weour ~~believe~~access ~~that the PRC will continue~~ to ~~strengthen~~funding ~~its~~sources ~~economic~~or ~~and~~delay ~~trading~~expansion ~~relationships~~initiatives. ~~with foreign~~These ~~countries and that business development in the PRC will continue to follow market forces~~uncertainties, ~~we cannot assure you that this will~~coupled bewith ~~the~~evolving ~~case. Our~~regulations, ~~interests~~ may bepose ~~adversely~~risks ~~affected~~to byour ~~changes~~growth inoutlook ~~policies~~and byshareholder ~~the PRC government, including:~~value.

Our interests may be adversely affected by changes in policies by the PRC government, including:

	·	changes in laws, regulations or their interpretation especially with respect to application of PRC tax, labor, currency restriction and other laws to Hong Kong operations;
	·	confiscatory taxation or changes in taxation;
	·	Currency revaluations or restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise;
	·	expropriation or nationalization of private enterprises; and
	·	the allocation of resources.

Substantial uncertainties and restrictions with respect to the political and economic policies of the ~~PRC~~Malaysia government and ~~PRC~~South-East Asia laws and regulations could have a significant impact upon the business that we may be able to conduct in ~~Hong~~Malaysia ~~Kong~~ and accordingly on the results of our operations and financial condition.

~~Our~~The ~~business operations may be adversely affected by the current and future~~ political environment in ~~the~~Malaysia ~~PRC. The PRC government~~ has ~~exercised~~experienced ~~and~~periodic ~~continues~~changes ~~to exercise substantial control over virtually every sector of the Chinese economy through regulation~~ and ~~state~~transitions ~~ownership. We expect the Hong Kong legal system to rapidly evolve~~ in ~~the near future and may become closer aligned with legal system in China with the PRC~~ government ~~exerting more~~leadership ~~oversight and control~~ over ~~companies~~recent ~~operating in Hong Kong~~years, ~~offerings~~often ~~conducted~~resulting ~~overseas and or foreign investment~~ in ~~Hong~~shifts ~~Kong~~in ~~based~~national ~~issuers.~~policies ~~The interpretations of many laws, regulations~~ and ~~rules~~regulatory ~~may~~priorities. ~~not~~Changes ~~always~~in ~~be uniform and~~ the ~~enforcement~~ruling ~~of these laws~~administration, ~~regulations and~~shifts ~~rules may involve uncertainties for you and us. Our ability to operate~~ in ~~Hong~~coalition ~~Kong~~dynamics, ~~conduct~~or ~~overseas~~political ~~offerings~~instability can ~~and~~lead ~~continue~~ to ~~investment in~~uncertainty ~~Hong Kong based issuers may be harmed by these changes~~ in ~~its~~the ~~laws~~business ~~and~~environment. ~~regulations,~~These ~~including~~developments ~~those~~may ~~relating~~affect togovernment ~~taxation,~~approaches ~~import~~toward ~~and export~~foreign ~~tariffs~~investments, ~~healthcare~~ financial regulations, ~~environmental~~taxation ~~regulations~~policies, ~~land use~~ and ~~property~~economic ~~ownership~~development ~~rights~~strategies, ~~and~~all other matters. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of ~~economic~~which ~~policies,~~ could have a ~~significant~~direct ~~effect on economic conditions in Hong Kong~~ or ~~particular~~indirect ~~regions~~impact ~~thereof,~~on ~~and could limit or completely hinder~~ our ~~ability to offer or continue to offer~~business ~~securities~~operations to investors or require us to divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any such actions (including divesture or similar actions) could result in a material adverse effect on us and onfinancial ~~your investment in us and could render our securities and your investment in our securities worthless~~performance.

2114

~~There~~A ~~are~~change ~~substantial~~in ~~uncertainties regarding~~government ~~the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing~~leadership ~~our business,~~ or ~~the~~policy ~~enforcement~~direction ~~and~~could ~~performance~~result ~~of our contractual arrangements with borrowers~~ in the ~~event~~introduction of ~~the~~new ~~imposition~~laws ~~of statutory liens, death, bankruptcy~~ or ~~criminal~~amendments ~~proceedings.~~to ~~Only~~existing ~~after~~regulations ~~1979~~governing ~~did~~sectors ~~the~~relevant ~~Chinese government begin~~ to ~~promulgate a comprehensive system~~our ~~of laws that regulate economic affairs in general~~business, ~~deal~~including ~~with~~the ~~economic matters such as foreign investment~~consulting, ~~corporate~~public ~~organization~~listing ~~and governance~~advisory, ~~commerce,~~ ~~taxation~~ and ~~trade,~~capital asmarkets ~~well as encourage foreign investment in China~~sectors. ~~Although~~For ~~the influence of the law has been increasing~~instance, ~~China~~ ~~has~~stricter ~~not~~requirements ~~developed~~on ~~a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects~~foreign ~~of economic activities in China. Also~~ownership, ~~because~~limitations ~~these~~on ~~laws~~offshore ~~and regulations are relatively new~~investments, ~~and~~or ~~because~~changes ofin ~~the~~licensing ~~limited~~conditions ~~volume~~for ofprofessional ~~published cases~~service ~~and~~providers ~~their~~could ~~lack~~restrict ~~of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties.~~our ~~New~~business ~~laws~~activities ~~and~~or ~~regulations~~increase ~~that~~our ~~affect~~compliance ~~existing and proposed future businesses may also be applied retroactively~~obligations. ~~In addition~~Additionally, ~~there~~delays ~~have been constant changes and amendments of laws and regulations over the past 30 years~~ in ~~order~~policy toimplementation ~~keep~~or ~~up with~~ the ~~rapidly~~reversal ~~changing society and economy in China. Because government agencies and courts that provide interpretations~~ of ~~laws and regulations and decide contractual~~previously ~~disputes~~approved ~~and~~development ~~issues~~plans ~~may~~could ~~change~~disrupt ~~their~~our ~~interpretation~~business orstrategies ~~enforcement very rapidly with little advance notice at any time, we cannot predict the future direction of Chinese legislative activities with respect to either businesses with foreign investment~~ or ~~the~~delay ~~effectiveness on~~project ~~enforcement of laws and regulations in China~~execution. ~~The uncertainties, including new laws and regulations and changes of existing laws, as well as, may cause possible problems to foreign investors.~~

~~Although~~Political ~~the~~uncertainty ~~PRC government~~in ~~has~~Malaysia ~~been~~may ~~pursuing~~also ~~economic~~affect ~~reform~~investor ~~policies~~confidence ~~for~~and ~~more~~market ~~than two decades~~stability, ~~the~~particularly ~~PRC~~if ~~government~~it ~~continues~~leads to ~~exercise~~concerns ~~significant~~over ~~control~~the ~~over economic~~future ~~growth~~direction inof the economy ~~PRC~~or ~~through~~regulatory ~~the~~framework. ~~allocation~~This ofcould ~~resources,~~reduce ~~controlling~~the ~~payments~~willingness of ~~foreign~~potential ~~currency,~~clients ~~setting~~to ~~monetary~~proceed ~~policy~~with ~~and imposing~~capital-raising ~~policies~~activities ~~that~~or public ~~impact~~listings, ~~particular~~impacting ~~industries~~our inrevenue ~~different ways~~streams. WeFurthermore, ~~cannot~~changes ~~assure~~in ~~you~~government-driven ~~that~~incentives ~~the~~or ~~PRC~~support ~~government~~schemes ~~will~~for ~~continue~~businesses operating toin ~~pursue policies~~Malaysia ~~favoring~~could aalter ~~market~~the ~~oriented~~cost ~~economy~~structure or ~~that~~growth ~~existing~~prospects ~~policies~~for ~~will~~our ~~not~~operations. beAny ~~significantly~~such ~~altered,~~political ~~especially~~shifts incould ~~the~~materially affect ~~event~~our ofability ~~a change~~to inmaintain ~~leadership,~~stable ~~social~~business oroperations, ~~political~~achieve ~~disruption~~growth objectives, orand ~~other~~ultimately ~~circumstances~~influence ~~affecting~~our ~~political,~~financial ~~economic~~ condition and ~~social~~the ~~life~~value inof ~~the~~our ~~PRC~~securities.

The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. There are uncertainties ~~under the PRC Securities Law relating to the procedures~~ and ~~requisite~~potential ~~timing for~~challenges ~~the~~a ~~U.S.~~Malaysian ~~securities~~company ~~regulatory~~could ~~agencies~~face tounder ~~conduct investigations and collect evidence within~~ the ~~territory~~Holding Foreign ofCompanies ~~the~~Accountable ~~PRC.~~Act If(HFCAA) ~~the U~~that.~~S. securities~~ ~~regulatory agencies are unable to conduct such investigations, they~~ may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.

The Holding Foreign Companies Accountable Act ~~was~~(HFCAA) ~~signed~~requires ~~into~~that ~~law~~the onPublic ~~December~~Company ~~18,~~Accounting ~~2020,~~Oversight ~~and~~Board ~~requires~~(PCAOB) ~~Auditors~~be ofpermitted ~~publicly traded companies~~ to ~~submit~~inspect toand ~~regular~~investigate ~~inspections~~the ~~every~~audit ~~three~~work ~~years~~and topractices ~~assess~~of ~~such~~public ~~auditors’~~accounting ~~compliance~~firms ~~with~~for ~~applicable~~issuers ~~professional~~listed ~~standards.~~on ~~On June 22, 2021, the~~ U.S. ~~Senate passed~~stock ~~the~~exchanges. ~~Accelerating~~If ~~Holdings~~a ~~Foreign~~company's ~~Companies~~auditor ~~Accountable~~is ~~Act~~based ~~which,~~in ifa ~~passed by the U.S. House of Representatives and signed into~~jurisdiction ~~law,~~where ~~would~~PCAOB ~~reduce~~is ~~the~~unable ~~number~~to ofconduct ~~consecutive~~inspections ~~non-inspection years required~~ for ~~triggering the prohibitions under the HFCA Act from~~ three ~~years~~ toconsecutive ~~two~~years, ~~thus reducing~~ the ~~time~~company ~~before~~risks ~~our~~delisting ~~securities may be prohibited~~ from ~~trading~~U.S. orsecurities ~~delisted~~exchanges. Malaysian ~~As a result~~companies, ~~the~~particularly ~~time~~those ~~period~~with ~~before our~~local ~~securities~~auditors ~~may~~unfamiliar bewith ~~prohibited from trading or delisted will be reduced. If the~~ U.S. ~~securities~~audit ~~regulatory~~oversight ~~agencies~~requirements ~~are~~or ~~unable~~those tooperating ~~conduct~~in an ~~such~~environment ~~investigations,~~where ~~there~~local ~~exists~~regulations arestrict ~~risk~~access ~~that they may determine~~ to ~~suspend~~certain oraudit ~~de-register~~work ~~our~~papers, ~~registration~~may ~~with~~face ~~the~~significant ~~SEC~~compliance ~~and~~challenges. ~~may~~There ~~also~~is ~~delist~~uncertainty ~~our~~as ~~securities~~to ~~from~~whether ~~applicable~~Malaysian ~~trading~~authorities ~~market~~will ~~within~~fully ~~the~~cooperate ~~US.~~with OnPCAOB ~~December~~inspection 2requirements, ~~2021,~~as ~~the~~Malaysia’s ~~SEC adopted final amendments implementing~~regulatory ~~congressionally~~and ~~mandated~~confidentiality ~~submission~~laws ~~and~~regarding ~~disclosure~~audit ~~requirements~~practices ofcould ~~the~~potentially ~~Holding~~conflict ~~Foreign~~with ~~Companies~~U.S. ~~Accountable Act~~standards. ~~The~~Any ~~rules~~failure ~~apply~~by toour ~~registrants~~previous Malaysian ~~that~~auditors ~~the~~to ~~SEC~~comply ~~identifies~~with asPCAOB ~~having~~inspection ~~filed~~requests ancould ~~annual~~result ~~report~~in ~~with~~our ancompany ~~audit~~being ~~report~~identified ~~issued~~as bynon-compliant aunder ~~registered~~the ~~public~~HFCAA, ~~accounting~~leading to ~~firm~~potential ~~that~~trading isprohibitions ~~located in~~or adelisting ~~foreign~~from ~~jurisdiction~~U.S. ~~and~~exchanges, ~~that~~which ~~PCAOB~~could isadversely ~~unable~~affect tothe ~~inspect~~liquidity orand ~~investigate~~value ~~completely because~~ of aour ~~position~~securities and ~~taken~~restrict byour anaccess ~~authority~~to ~~in foreign~~U.S. ~~jurisdictions~~capital markets.

~~According~~Our previous auditor is located in Kuala Lumpur and is subject to ~~Article~~PCAOB ~~177~~inspections with its most recent inspection occurring during 2021. Therefore, it is not subject ofto the ~~Securities~~determinations ~~Law~~announced ofby the ~~PRC~~PCAOB ~~(“Article~~on ~~177”)~~December 16, ~~overseas~~2021. ~~securities~~However, ~~regulatory~~in ~~authorities~~the ~~are~~event ~~prohibited~~the ~~from~~Malaysian ~~engaging~~authorities subsequently take a inposition ~~activities~~disallowing ~~pertaining~~the PCAOB to ~~investigations~~inspect orour ~~evidence~~auditor, ~~collection~~then ~~directly~~we ~~conducted~~would ~~within~~need to change our auditor. Furthermore, due to the ~~territories~~recent developments in connection with the implementation of the ~~PRC~~Holding Foreign Companies Accountable Act, ~~and~~we ~~Chinese~~cannot ~~entities or~~assure ~~individuals~~you ~~are~~whether ~~further~~the ~~prohibited~~SEC ~~from~~or ~~providing~~other regulatory ~~documents~~authorities would apply additional and ~~information~~more instringent ~~connection~~criteria ~~with~~to ~~securities~~us ~~business~~after ~~activities~~considering tothe ~~any~~effectiveness of our auditor’s ~~organizations~~audit procedures and~~/or~~ ~~persons~~quality ~~abroad~~control ~~without~~procedures, ~~the~~adequacy ~~prior~~of ~~consent~~personnel and training, or sufficiency of ~~the~~resources, ~~securities~~geographic ~~regulatory~~reach ~~authority~~or experience ofas it relates to the ~~State~~audit ~~Council~~of ~~and~~our financial statements. The requirement in the ~~competent departments~~HFCA ofAct that the ~~State~~PCAOB ~~Council.~~be Aspermitted ofto inspect the ~~date~~issuer’s ofpublic ~~this~~accounting ~~prospectus~~firm within two or three years, wemay ~~are~~result ~~not~~in ~~aware~~the delisting of ~~any~~our ~~implementing~~securities ~~rules~~from orapplicable ~~regulations~~trading markets ~~which~~in ~~have been~~the ~~published~~U.S, ~~regarding~~in ~~application~~the offuture ~~Article~~if ~~177~~the PCAOB is unable to inspect our accounting firm at such future time.

22Adverse regulatory developments in Malaysia may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in Malaysia may impose additional compliance requirements for companies like us with Malaysian-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.

WeOur ~~believe~~business ~~Article~~operations ~~177 is~~are ~~only~~subject ~~applicable~~to ~~where~~ the ~~activities~~regulatory offramework ~~overseas~~in ~~authorities~~Malaysia, ~~constitute~~which acontinues ~~direct~~to ~~investigation~~evolve. orRegulatory ~~evidence collection by such~~ authorities ~~within~~ ~~the~~in ~~territory~~Malaysia, ofincluding the ~~PRC.~~Securities Commission ~~Our~~Malaysia ~~principal~~(SC), ~~business~~Bank ~~operation~~Negara isMalaysia ~~conducted~~(BNM), inCompanies ~~Hong~~Commission ~~Kong.~~of InMalaysia ~~the~~(SSM), ~~event~~and ~~that~~other ~~the~~government ~~U.S.~~bodies, ~~securities regulatory~~periodically ~~agencies~~introduce ~~carry~~new ~~out~~legislation anand ~~investigation~~update onexisting usrules ~~such~~that asgovern ancorporate ~~enforcement~~practices, ~~action~~foreign byinvestments, ~~the~~financial ~~Department of Justice~~services, ~~the~~data ~~SEC or other authorities~~protection, ~~such~~ ~~agencies’~~taxation, ~~activities~~and ~~will~~anti-corruption. ~~constitute~~Any ~~conducting~~adverse anregulatory ~~investigation~~developments, orsuch ~~collecting~~as ~~evidence directly within~~ the ~~territory~~imposition of ~~the~~additional ~~PRC and~~licensing ~~accordingly fall within the scope of Article 177. In that case~~requirements, ~~the U.S. securities regulatory agencies may have to consider establishing~~restrictions on cross-border ~~cooperation~~transactions, ~~with~~enhanced ~~the~~taxation ~~securities regulatory authority of the PRC by way of judicial assistance~~policies, ~~diplomatic channels~~ or ~~establishing a~~stricter ~~regulatory~~foreign ~~cooperation~~exchange ~~mechanism~~controls, ~~with~~could ~~the~~increase ~~securities~~our ~~regulatory~~operational ~~authority~~complexity and ofcompliance ~~the PRC~~costs. ~~However,~~Such ~~there~~changes ismay noalso ~~assurance~~limit ~~that~~our ~~the~~business ~~U.S.~~flexibility ~~securities regulatory~~and ~~agencies~~affect ~~will~~our ~~succeed~~ability into ~~establishing~~conduct ~~such~~ cross-border ~~cooperation~~financing inand investment ~~this~~activities, ~~particular~~which ~~case~~are ~~and/or~~critical ~~establish~~to ~~such~~our ~~cooperation in~~regional aoperations ~~timely~~and ~~manner~~long-term growth.

Furthermore, it remains unclear as to how Article 177 will be interpreted, implemented or applied by the Chinese Securities Regulatory Commission or other relevant government authorities. As such, there are uncertainties as to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer's public accounting firm within three years. If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from applicable trading market within the US.15

~~Our auditor is located in Kuala~~Additionally, ~~Lumpur and is subject to PCAOB inspections with its most~~ recent ~~inspection occurring during 2021. Therefore, it is not subject~~regulatory toshifts ~~the~~and ~~determinations~~government ~~announced~~enforcement byefforts ~~the~~in ~~PCAOB on December 16~~Malaysia, ~~2021.~~including ~~However,~~heightened inanti-corruption ~~the~~measures ~~event~~under the Malaysian ~~authorities subsequently take a~~Anti-Corruption ~~position~~Commission ~~disallowing~~Act ~~the~~2009 ~~PCAOB~~(MACC ~~to inspect our auditor, then we would need to change our auditor. Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable~~ Act,) ~~we cannot assure you whether the SEC or other regulatory authorities would apply additional~~ and ~~more stringent criteria to us after considering~~ the ~~effectiveness~~Corporate ofLiability ~~our~~Provision ~~auditor’s audit~~(Section ~~procedures and quality control procedures~~17A), ~~adequacy~~may oflead ~~personnel~~to ~~and~~increased ~~training,~~regulatory orscrutiny ~~sufficiency~~on ~~of resources, geographic reach or~~companies ~~experience~~conducting asbusiness itin ~~relates~~Malaysia. toThis ~~the~~environment ~~audit~~could ofresult ~~our financial statements. The requirement~~ in ~~the~~additional ~~HFCA~~regulatory ~~Act~~reviews ~~that the PCAOB be permitted to inspect the issuer’s public accounting firm within two~~ or ~~three~~audits ~~years, may result in the delisting~~ of our ~~securities~~Malaysian ~~from applicable trading~~operations, ~~markets~~exposing inus ~~the~~to ~~U.S,~~potential inpenalties ~~the~~or ~~future~~reputational harm if ~~the~~any ~~PCAOB~~non-compliance is ~~unable to inspect our accounting firm at such future time~~identified.

~~Adverse~~Furthermore, ~~regulatory~~in response to ~~developments~~the inevolving ~~China~~regulatory ~~may~~landscape ~~subject~~in usMalaysia toand ~~additional~~the ~~regulatory~~broader ~~review~~Southeast Asia region, the U.S. Securities and ~~additional~~Exchange Commission (SEC) may adopt or strengthen disclosure ~~requirements~~obligations and ~~regulatory~~oversight ~~scrutiny~~measures ~~to be~~for ~~adopted~~companies bylike ~~the~~ours ~~SEC~~with operations in ~~response~~Malaysia. toThese ~~risks~~measures could ~~related~~include toexpanded ~~recent~~reporting ~~regulatory~~requirements ~~developments~~regarding infinancial ~~China~~transactions, ~~may~~internal ~~impose~~controls, ~~additional~~and compliance ~~requirements~~with anti-corruption ~~for~~and ~~companies~~anti-money ~~like~~laundering uslaws. ~~with~~Any ~~Hong~~such ~~Kong-based~~regulatory ~~operations,~~developments ~~all~~by ofthe ~~which~~SEC or other U.S. regulatory bodies could increase the complexity of our ~~compliance~~financial ~~costs~~reporting processes, subject us to ~~additional~~more rigorous disclosure ~~requirements~~ obligations, and elevate our compliance burden.

The ~~recent~~combination ~~regulatory~~of ~~developments~~stricter indomestic ~~China,~~regulations in ~~particular~~Malaysia ~~with~~and ~~respect~~potential toadditional ~~restrictions~~scrutiny onby ~~China-based~~U.S. ~~companies~~authorities ~~raising capital offshore,~~ may ~~lead~~significantly toincrease ~~additional regulatory review in China over~~ our ~~financing~~compliance ~~and capital raising activities in the United States. In addition~~costs, ~~we may be subject to industry-wide~~ ~~regulations~~require ~~that~~the ~~may~~enhancement beof ~~adopted~~our byinternal ~~the~~compliance ~~relevant PRC authorities~~systems, ~~which~~and ~~may~~divert ~~have~~management ~~the~~attention ~~effect~~from ~~of limiting~~ our ~~service~~core ~~offerings,~~business ~~restricting~~activities. Failure ~~the~~to ~~scope~~comply ofwith ~~our~~any ~~operations~~newly inintroduced ~~Hong~~regulations ~~Kong,~~ or ~~causing~~disclosure ~~the~~requirements ~~suspension~~could orresult ~~termination~~in offines, ~~our~~sanctions, ~~business~~reputational ~~operations~~damage, inor ~~Hong~~other adverse ~~Kong entirely~~outcomes, all of which ~~will~~could ~~materially~~negatively ~~and adversely~~ affect our business, ~~financial condition and results of~~ operations~~. We may have to adjust~~, ~~modify, or~~financial ~~completely change our business operations in response to adverse regulatory changes or policy developments~~performance, and wethe ~~cannot~~value ~~assure~~of ~~you that~~our ~~any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all~~securities..

OnWe ~~July 30,~~face ~~2021,~~uncertainty ~~in response~~with torespect ~~the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff~~ to ~~seek additional disclosures from offshore issuers associated with China-based operating companies (including Hong~~indirect ~~Kong)~~transfers ~~before~~of ~~their~~equity ~~registration~~interests ~~statements will be declared effective. On August 1, 2021, the China Securities Regulatory Commission stated~~ in aMalaysia ~~statement~~resident ~~that~~enterprises ~~it had taken note of the new disclosure requirements announced~~ by ~~the~~their ~~SEC~~non-Malaysia ~~regarding~~holding ~~the listings of Chinese~~ companies ~~and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers~~. ~~Since we operate in Hong Kong, we cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference from China.~~

23We may face regulatory uncertainty with respect to the transfer of equity interests in our Malaysian operating entity held indirectly through our non-Malaysia holding companies, including our intermediate holding entity in Hong Kong. Malaysia’s legal and regulatory framework governing mergers, acquisitions, and the indirect transfer of ownership interests in resident enterprises by foreign entities is complex and subject to interpretation and administrative discretion. Transactions involving offshore transfers of shares or changes in control of non-resident holding entities with underlying Malaysian subsidiaries could trigger reporting requirements, tax implications, or regulatory approvals under Malaysian law, including under the Financial Services Act 2013, Income Tax Act 1967, and guidelines issued by Bank Negara Malaysia (BNM) and other authorities.

~~Under~~· ~~the~~Potential ~~PRC~~Regulatory ~~enterprise income tax law, we may be classified as a “PRC resident enterprise”, which could result in unfavorable tax consequences to us~~ and ~~our~~Tax ~~shareholders and have a material adverse effect on our results of operations and the value of your investment.~~Implications

~~Under~~Although ~~the~~there ~~PRC~~is ~~enterprise~~currently ~~income~~no ~~tax~~comprehensive, ~~law~~codified ~~that~~regime ~~became~~specifically ~~effective~~addressing onindirect ~~January~~offshore 1,equity ~~2008~~transfers, anMalaysian ~~enterprise~~regulators ~~established~~may ~~outside~~scrutinize ~~the PRC with “de facto management bodies”~~such ~~within~~transactions ~~the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject~~ to ~~a uniform~~assess ~~25%~~whether ~~enterprise~~they ~~income~~result ~~tax~~in ~~rate~~changes onin ~~its worldwide income. On April 22, 2009,~~ the ~~State~~ultimate ~~Administration~~ownership ~~of Taxation,~~ or ~~the~~control ~~SAT, issued the Notice Regarding the Determination~~ of ~~Chinese-Controlled~~Malaysian ~~Overseas~~resident ~~Incorporated~~entities. ~~Enterprises~~Any assuch ~~PRC~~determination could ~~Tax~~result ~~Resident~~in ~~Enterprise~~obligations onto notify the ~~Basis of~~relevant Deauthorities, ~~Facto~~reassess ~~Management~~tax ~~Bodies~~liabilities, or ~~SAT~~comply ~~Circular~~with ~~82,~~other ~~which~~regulatory ~~provides certain specific criteria for determining whether the “de facto~~procedures. ~~management~~Failure ~~body”~~to ofmake atimely ~~PRC-controlled~~disclosures ~~enterprise~~or ~~that~~obtain isnecessary ~~incorporated~~approvals ~~offshore~~could isexpose ~~located~~us ~~in China. Further~~ to ~~SAT Circular 82~~penalties, ~~on August~~additional 3,tax ~~2011~~assessments, ~~the SAT issued the Administrative Measures of Enterprise Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Trial),~~ or ~~SAT Bulletin 45, which became effective on September 1, 2011, to provide more guidance on the implementation of~~operational ~~SAT Circular 82~~disruptions.

~~According~~· toImpact SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered a PRC tax resident enterprise by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on ~~its~~ ~~worldwide~~Business ~~income~~Operations ~~only if all of the following conditions are met: (a) the senior management~~ and ~~core~~Investment management departments in charge of its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (d) not less than half of the enterprise’s directors or senior management with voting rights habitually reside in the PRC. SAT Bulletin 45 further clarifies the resident status determination, post-determination administration as well as competent tax authorities.Returns

~~Although~~Any ~~SAT~~uncertainty ~~Circular~~or 82adverse ~~and~~interpretation ~~SAT~~regarding ~~Bulletin~~indirect 45transfers ~~only~~of ~~apply~~our toMalaysian equity interests by our offshore ~~incorporated~~holding ~~enterprises~~companies ~~controlled~~could byincrease ~~PRC~~transaction costs, ~~enterprises~~introduce delays in executing corporate restructurings, or ~~PRC~~limit ~~enterprise~~our ~~group~~ability ~~instead~~to ofefficiently ~~those controlled~~transfer byownership ~~PRC~~stakes ~~individuals~~to orpotential investors. ~~foreigners~~Furthermore, ~~the~~such ~~determination~~regulatory ~~criteria~~uncertainty ~~set~~could ~~forth~~adversely ~~therein~~affect ~~may~~the ~~reflect~~valuation ~~SAT’s~~and ~~general~~liquidity ~~position~~of ~~on how~~our interests in the ~~term~~Malaysian market, ~~“de~~which ~~facto~~may ~~management~~reduce ~~body”~~the ~~could~~attractiveness beof ~~applied~~our inbusiness ~~determining~~to ~~the~~foreign ~~tax~~investors ~~resident~~and ~~status~~impair ofour ~~offshore~~ability ~~enterprises,~~to ~~regardless~~raise capital. These factors ofcould ~~whether~~materially ~~they~~and ~~are~~adversely ~~controlled~~affect byour ~~PRC~~business, ~~enterprises~~financial condition, ~~individuals~~and orshareholders' ~~foreigners~~investment returns.

We· ~~believe~~Ongoing ~~that~~Regulatory none of our entities outside of China is a PRC resident enterprise for PRC tax purposes even if the standards for “de facto management body” prescribed in the SAT Circular 82 are applicable to us. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that we or any of our subsidiaries outside of China is a PRC resident enterprise for enterprise income tax purposes, we may be subject to PRC enterprise income on our worldwide income at the rate of 25%, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations.Developments

~~Although~~The ~~dividends~~regulatory ~~paid by~~environment ~~one~~in ~~PRC~~Malaysia ~~tax~~and ~~resident~~Southeast toAsia ~~another~~regarding ~~PRC~~cross-border ~~tax~~equity ~~resident~~transactions ~~should~~continues ~~qualify~~to asevolve. ~~“tax-exempt~~We ~~income”~~cannot ~~under~~predict ~~the~~whether ~~enterprise~~additional ~~income tax law~~restrictions, wereporting ~~cannot~~obligations, ~~assure~~or ~~you~~tax ~~that~~measures ~~dividends~~targeting byindirect ~~our~~offshore ~~Hong~~equity ~~Kong~~transfers ~~subsidiaries~~will tobe ~~our~~introduced. ~~British~~Any ~~Virgin~~such ~~Islands~~changes ~~holding~~could ~~company will not be subject to~~further aincrease ~~10%~~compliance ~~withholding~~burdens ~~tax,~~and ascreate ~~the~~additional ~~PRC~~uncertainties ~~foreign~~for ~~exchange~~our ~~control~~future ~~authorities~~financing, ~~which~~restructuring, ~~enforce~~or ~~the~~divestment ~~withholding~~activities ~~tax~~involving our onMalaysian ~~dividends,~~operations. ~~and~~We ~~the~~remain ~~PRC~~committed ~~tax authorities~~to ~~have~~monitoring ~~not~~regulatory ~~yet~~developments ~~issued~~and ~~guidance~~ensuring ~~with~~compliance; ~~respect~~however, toany ~~the~~adverse ~~processing~~regulatory actions ofor ~~outbound~~shifts ~~remittances~~in topolicy ~~entities~~could ~~that~~materially ~~are~~affect ~~treated~~our asoperational ~~resident enterprises~~flexibility ~~for~~and ~~PRC~~overall ~~enterprise~~business ~~income tax purposes~~performance.

Non-PRC resident holders of our common stock may also be subject to PRC withholding tax on dividends paid by us and PRC tax on gains realized on the sale or other disposition of common stock, if such income is sourced from within the PRC. The tax would be imposed at the rate of 10% in the case of non-PRC resident enterprise holders and 20% in the case of non-PRC resident individual holders. In the case of dividends, we would be required to withhold the tax at source. Any PRC tax liability may be reduced under applicable tax treaties or similar arrangements. Although our holding company is incorporated in the British Virgin Islands, it remains unclear whether dividends received and gains realized by non-PRC resident holders of our common stock will be regarded as income from sources within the PRC if we are classified as a PRC resident enterprise. Any such tax will reduce the returns on your investment in our common stock.16

WeThe ~~cannot~~M&A ~~assure~~Rules ~~you that the PRC tax authorities will not, at their discretion, adjust any capital gains~~ and ~~impose tax return filing and withholding or tax payment~~ ~~obligations~~certain ~~with~~other ~~respect~~South-East toAsia ~~any~~regulations ~~internal restructuring, and our Hong Kong subsidiaries~~ may bemake ~~requested~~it tomore ~~assist~~difficult infor ~~the filing. Any PRC tax imposed on a transfer of our shares not through a public stock exchange, or any adjustment of such gains would cause~~ us to ~~incur~~pursue ~~additional costs~~growth ~~and~~through ~~may have a negative impact on the value of your investment in the company~~acquisitions.

24Our ability to expand our business operations through mergers, acquisitions, or strategic investments in Southeast Asia is subject to various regulatory requirements and government approvals, which may impose significant limitations or delays. In jurisdictions such as Malaysia, Singapore, Indonesia, and other Southeast Asian countries, mergers and acquisitions involving foreign investors are often subject to review by regulatory authorities, including competition regulators, foreign investment bodies, and sector-specific licensing agencies. In Malaysia, for instance, the Malaysian Competition Act 2010 regulates anti-competitive mergers, while the Equity Conditions and Licensing Requirements imposed by certain government agencies may restrict foreign ownership in strategic sectors. Similarly, Singapore’s Competition and Consumer Commission (CCCS) closely monitors transactions that may lessen competition within the market.

WeAdditionally, ~~face~~some ~~uncertainty~~Southeast Asian countries maintain foreign equity restrictions and screening mechanisms for foreign investments, particularly in industries deemed sensitive, such as telecommunications, finance, and natural resources. Compliance with ~~respect~~these toM&A ~~indirect~~rules often requires obtaining prior ~~transfers~~approval, ofconducting ~~equity~~due diligence to satisfy ownership and control requirements, and ensuring alignment with national interests inor ~~PRC~~local partner ~~resident~~arrangements. ~~enterprises~~These byprocesses ~~their~~can ~~non~~be time-~~PRC~~consuming ~~holding~~and ~~companies~~may result in increased transaction costs or, in some cases, prevent us from completing proposed acquisitions altogether.

~~We face uncertainties regarding the reporting on and consequences of private equity financing transactions involving the transfer of shares in the Company by non-resident investors. In February 2015~~Further, ~~the~~regulations ~~SAT issued the Bulletin~~ on ~~Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non~~cross-~~PRC~~border ~~Resident~~capital ~~Enterprises,~~flows orand ~~SAT~~foreign ~~Bulletin 7~~exchange, ~~as amended in 2017. Pursuant to this bulletin, an “indirect transfer” of assets,~~ including ~~equity~~those ~~interests~~enforced ~~in a PRC resident enterprise,~~ by ~~non-PRC~~Bank ~~resident~~Negara ~~enterprises~~Malaysia ~~may~~(BNM) ~~be re-characterized~~ and ~~treated~~other ascentral abanks ~~direct transfer~~in ~~of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for~~ the ~~purpose of avoiding payment of PRC enterprise income tax. As a result~~region, ~~gains derived from such indirect transfer~~ may ~~be subject to PRC enterprise~~ ~~income~~restrict tax. According to SAT Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immovable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable commercial purpose” of the ~~transaction~~remittance ~~arrangement, features to be taken into consideration include: whether the main value~~ of ~~the equity~~funds ~~interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consist of direct~~ or ~~indirect~~impose ~~investment~~limitations inon ~~China~~financing oracquisition ifactivities ~~its~~through ~~income mainly derives from China; whether the~~ offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangementssources. In ~~respect~~Delays ~~of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment~~ or ~~place of business being transferred, and would consequently be subject to PRC enterprise~~obstacles ~~income~~in ~~tax~~securing ~~at a rate of 25%. Where~~ the ~~underlying~~necessary ~~transfer~~approvals ~~relates~~for toacquisitions ~~the~~could ~~immovable~~hinder ~~properties~~our ~~located~~ability ~~in China or~~ to ~~equity~~respond ~~investments in~~swiftly ~~a PRC resident enterprise, which is not related~~ to amarket ~~PRC~~opportunities ~~establishment~~ or ~~place~~execute ~~of business of a non-resident enterprise, a PRC enterprise~~our ~~income~~growth ~~tax~~strategy of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligationeffectively. ~~SAT Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.~~

~~There~~Failure isto ~~uncertainty~~comply aswith tothese ~~the~~M&A ~~application~~regulations ofor ~~SAT~~navigate ~~Bulletin 7. We face uncertainties as to~~ the ~~reporting~~complexities ~~and other implications~~ of ~~certain~~regulatory ~~past~~regimes ~~and~~across ~~future~~Southeast ~~transactions where~~Asia ~~PRC~~could ~~taxable~~expose ~~assets~~us ~~are~~to ~~involved,~~legal ~~such as offshore restructuring~~liabilities, ~~sale of the shares in our offshore subsidiaries or investments.~~fines, ~~We may be subject to filing obligations~~ or ~~taxed~~the ifrisk weof ~~are~~having ~~a transferor in such~~ transactions, ~~and may be subject to withholding obligations if we are a transferee in such transactions under SAT Bulletin 7~~nullified. ~~For transfer of shares in us by investors that are non-PRC resident enterprises, our Hong Kong subsidiaries may be requested to assist in the filing under SAT Bulletin 7.~~ As a result, weour ~~may~~plans ~~be required~~ to ~~expend~~expand ~~valuable~~operations, ~~resources~~broaden toour ~~comply~~service ~~with~~offerings, ~~SAT Bulletin 7~~ or ~~to request the relevant transferors from whom we purchase taxable assets~~strengthen toour ~~comply~~market ~~with~~position ~~these~~through ~~circulars,~~acquisitions ormay ~~to establish that we should not~~ be ~~taxed~~significantly ~~under these circulars~~constrained, which ~~may~~could ~~have~~materially aand ~~material~~adversely ~~adverse~~affect ~~effect on~~ our ~~financial~~business ~~condition~~ prospects and ~~results~~financial ~~of operations~~performance.

~~The~~Regulatory ~~M&A~~Restrictions ~~Rules~~on ~~and~~Offshore Investments ~~certain~~and ~~other~~Capital ~~PRC~~Movements ~~regulations~~in ~~may~~Southeast ~~make it more difficult for us to pursue growth through acquisitions.~~Asia

~~The~~Our ~~Regulations~~operations onin ~~Mergers~~Southeast ~~and~~Asia, ~~Acquisitions~~including ofMalaysia ~~Domestic~~and ~~Companies~~other ~~by Foreign Investors~~jurisdictions, orare ~~the~~subject ~~M&A~~to ~~Rules,~~various ~~adopted~~regulations bygoverning ~~six~~offshore ~~PRC~~investment ~~regulatory~~activities ~~agencies~~by inresidents, which ~~2006~~may ~~and amended~~limit inthe ~~2009,~~ability ~~and~~of ~~some~~our ~~other~~Hong ~~regulations~~Kong ~~and~~subsidiaries ~~rules~~to ~~concerning~~increase ~~mergers~~their ~~and~~registered ~~acquisitions~~capital, ~~established~~inject ~~complex~~funds ~~procedures~~into ~~and~~our ~~requirements~~Southeast Asian ~~for~~operating ~~acquisition~~entities, ofor ~~Chinese~~repatriate ~~companies~~profits byfrom ~~foreign~~these ~~investors,~~jurisdictions. ~~including~~Regulatory ~~requirements~~bodies, insuch ~~some~~as ~~instances~~Bank ~~that~~Negara ~~the~~Malaysia ~~Ministry~~(BNM) ofand ~~Commerce~~other ~~of the~~relevant ~~PRC~~authorities ~~be notified~~ in ~~advance~~the ofregion, ~~any change-of-control transaction~~impose incontrols ~~which~~on a foreign ~~investor~~exchange, ~~takes~~capital ~~control of a PRC domestic enterprise. Moreover~~flows, ~~the~~and ~~Anti~~cross-~~Monopoly~~border ~~Law~~transactions, ~~promulgated~~requiring bycompliance ~~the~~with prescribed ~~Standing~~limits, ~~Committee~~reporting ofobligations, ~~the National People’s Congress~~and, ~~which became effective~~ in ~~2008~~some cases, ~~requires~~prior ~~that~~approvals. ~~transactions~~Any ~~which~~failure ~~are~~to ~~deemed~~comply ~~concentrations and involve parties~~ with ~~specified~~these ~~turnover~~regulations ~~thresholds~~could ~~must~~result bein ~~cleared~~fines, bypenalties, ~~the~~or ~~Ministry~~restrictions ofon ~~Commerce~~our ~~before~~capital ~~they can be completed. In addition~~movements, ~~the security review rules issued by the Ministry of Commerce~~ and ~~became~~could ~~effective~~adversely inaffect ~~September 2011~~our ~~specify~~ability ~~that~~to ~~mergers~~fund ~~and~~our ~~acquisitions~~operations, ~~by foreign investors that raise “national~~support ~~defense~~business ~~and~~growth, ~~security”~~or ~~concerns~~distribute ~~and~~profits ~~mergers~~to ~~and~~our ~~acquisitions~~shareholders. ~~through~~Changes ~~which~~in ~~foreign~~these ~~investors~~regulatory ~~may~~environments ~~acquire~~or dethe ~~facto~~imposition ~~control~~of ~~over~~stricter ~~domestic~~controls ~~enterprises~~could ~~that~~further ~~raise~~constrain ~~“national~~our ~~security”~~financial ~~concerns~~flexibility ~~are~~and ~~subject~~expose us to ~~strict~~liability ~~review~~under bySoutheast ~~the~~Asian ~~Ministry~~laws, ofwhich ~~Commerce,~~may materially and ~~the rules~~adversely ~~prohibit~~affect ~~any~~our ~~activities~~business, ~~attempting~~financial ~~to bypass a security review~~condition, ~~including~~and byresults ~~structuring~~of ~~the transaction through a proxy or contractual control arrangement~~operations.

25Malaysia regulation of loans to and direct investment in Malaysia entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.

InOur ~~the~~ability ~~future,~~to weutilize ~~may pursue~~proceeds ~~potential~~from ~~strategic~~offshore ~~acquisitions~~financing ~~that~~activities ~~are~~to ~~complementary~~provide loans to ~~our~~or ~~business~~make ~~and~~direct ~~operations.~~investments ~~Complying~~in ~~with~~our ~~the~~Malaysian ~~requirements~~operating ofentity ~~the~~through ~~above-mentioned regulations~~our ~~and~~Hong ~~other~~Kong intermediate ~~rules~~holding tocompany ~~complete~~may ~~such~~be ~~transactions~~subject ~~could~~to beregulatory ~~time-consuming,~~approvals and ~~any~~foreign ~~required~~exchange ~~approval~~control ~~processes,~~policies ~~including~~imposed ~~obtaining approval~~by orMalaysian ~~clearance~~authorities. Under ~~from~~ the ~~Ministry~~regulations of ~~Commerce,~~Bank ~~may~~Negara ~~delay~~Malaysia or(BNM), ~~inhibit~~foreign ~~our~~exchange ~~ability to complete such~~ transactions, ~~which~~cross-border ~~could affect our ability to expand our business or maintain our market share. Furthermore~~investments, ~~according~~and tofund ~~the~~transfers ~~M&A Rules, if a PRC entity or individual~~involving ~~plans~~non-residents tomay ~~merger~~require orcompliance ~~acquire~~with ~~its~~specific ~~related~~reporting ~~PRC~~obligations ~~entity through an overseas company legitimately incorporated~~ or ~~controlled~~prior ~~by such entity or individual, such a merger and acquisition will be subject to examination and~~ approval byin ~~the~~certain ~~Ministry of Commerce~~circumstances. ~~The~~Governmental ~~application and~~control ~~interpretations~~over ofcurrency ~~M&A Rules~~conversion ~~are still uncertain,~~ and ~~there~~foreign isinvestment ~~possibility~~policies ~~that~~could ~~the~~delay ~~PRC regulators may promulgate new rules~~ or ~~explanations~~ ~~requiring~~prevent ~~that~~us wefrom ~~obtain~~efficiently ~~approval~~injecting ofoffshore ~~the~~funds ~~Ministry~~into ~~of Commerce for~~ our ~~completed or ongoing mergers and acquisitions. There~~ isMalaysian nosubsidiary, ~~assurance~~which ~~that~~could weconstrain ~~can~~our ~~obtain~~liquidity, ~~such~~disrupt ~~approval from the Ministry of Commerce for~~ our ~~mergers~~capital ~~and~~allocation ~~acquisitions~~plans, and ifhinder weour ~~fail~~ability to ~~obtain~~fund operations ~~those~~or ~~approvals,~~pursue webusiness ~~may~~expansion bein ~~required~~Malaysia. toAny ~~suspend~~prolonged ~~our~~delay ~~acquisition~~or ~~and~~inability beto ~~subject~~deploy tooffshore ~~penalties.~~financing ~~Any~~proceeds ~~uncertainties~~as ~~regarding~~intended ~~such~~may ~~approval~~materially ~~requirements~~and ~~could~~adversely ~~have~~affect aour ~~material~~financial ~~adverse~~condition, ~~effect on our~~ business growth, ~~results of operations~~ and ~~corporate~~overall ~~structure~~operational performance.

Furthermore, the M&A Rules, among other things, purport to require that an offshore special purpose vehicle controlled directly or indirectly by PRC domestic companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as this offering are subject to the CSRC approval procedures under the M&A Rules. Although we are of the position that we are not required to obtain approval from the CSRC under the M&A Rules for listing and trading of our securities, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and the opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.17

~~PRC~~Our ~~regulations~~Malaysia ~~relating~~subsidiaries may tobe ~~offshore~~subject ~~investment activities~~to byrestrictions ~~PRC~~on ~~residents~~paying ~~may~~dividends ~~limit~~or ~~our~~making ~~Hong~~other ~~Kong~~payments ~~subsidiaries’~~to ~~ability~~us, towhich ~~increase~~may ~~their~~restrict ~~registered~~its ~~capital~~ability orto ~~distribute~~satisfy ~~profits~~liquidity torequirements, usconduct orbusiness ~~otherwise~~and ~~expose~~pay usdividends to ~~liability~~holders ~~and~~of ~~penalties~~our ~~under~~common ~~PRC law~~stock.

~~The~~Our ~~State~~operating ~~Administration~~entity in Malaysia ofis ~~Foreign~~subject ~~Exchange~~to ~~(“SAFE”)~~local ~~promulgated~~regulations ~~the~~and ~~Circular~~exchange oncontrol ~~Relevant~~requirements ~~Issues~~that ~~Relating~~may torestrict ~~PRC~~the ~~Resident’s~~free ~~Investment~~flow ~~and~~of ~~Financing and~~funds, ~~Roundtrip~~including ~~Investment~~the ~~through~~remittance ~~Special~~of dividends ~~Purpose~~and ~~Vehicles~~other payments, orto ~~SAFE~~our ~~Circular~~intermediate ~~37,~~holding company in ~~July 2014~~Hong ~~that~~Kong. ~~requires~~Any ~~PRC~~such ~~residents~~restrictions orcould ~~entities~~limit the ability of our Hong toKong ~~register~~holding ~~with~~entity ~~SAFE~~to ordistribute ~~its~~dividends ~~local~~to ~~branch~~its inshareholders, ~~connection~~including ~~with~~directors ~~their~~and ~~establishment~~other investors, or ~~control~~to offulfill another ~~offshore~~liquidity needs. ~~entity~~While ~~established~~Malaysia ~~for~~generally allows the ~~purpose~~ repatriation of ~~overseas~~profits, ~~investment~~any orfuture ~~financing.~~changes Inin ~~addition~~foreign exchange policies, ~~such~~taxation, ~~PRC~~or ~~residents~~regulatory requirements could delay or ~~entities~~limit ~~must~~dividend ~~update~~payments ~~their~~and ~~SAFE~~other ~~registrations~~fund ~~when~~transfers. ~~the offshore~~If ~~special~~our ~~purpose~~Malaysian ~~vehicle~~entity ~~undergoes~~is ~~material~~unable ~~events~~to ~~relating~~remit sufficient funds to ~~any~~our ~~change~~Hong ofKong ~~basic~~intermediate ~~information~~holding ~~(including~~company, ~~change~~it ofmay ~~such~~adversely ~~PRC~~affect ~~residents or~~our ~~entities,~~ability ~~name~~to ~~and~~pay ~~operation~~dividends ~~term),~~to ~~increases~~our orshareholders ~~decreases~~and directors in ~~investment~~Hong ~~amount~~Kong, ~~transfers~~meet corporate obligations, or ~~exchanges~~fund ofinternational ~~shares~~business activities, orwhich ~~mergers~~could, orin ~~divisions~~turn, impact our overall financial condition and shareholder returns.

SAFE Circular 37 is issued to replace the Circular on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments through Overseas Special Purpose Vehicles. If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our Hong Kong subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our Hong Kong subsidiaries. Moreover, failure to comply with SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

However, we may not be informed of the identities of all the PRC residents or entities holding direct or indirect interest in us, nor can we compel our shareholders to comply with the requirements of SAFE Circular 37. As a result, we cannot assure you that all of our shareholders who are PRC residents or entities have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 37. Failure by such shareholders to comply with SAFE Circular 37, or failure by us to amend the foreign exchange registrations of its Hong Kong subsidiaries, if applicable, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our Hong Kong subsidiaries’ ability to make distributions or pay dividends to us or affect o our ownership structure, which could adversely affect our business and prospects. For a detailed description of the potential government regulations facing the Company and the offering associated with our operations in Hong Kong, please refer to “Government and Industry Regulations – Regulations Relating to Foreign Exchange and Dividend Distribution.”

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.

Any transfer of funds by us to our Hong Kong subsidiaries, either as a shareholder loan or as an increase in registered capital, may become subject to approval by or registration or filing with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE. It is unclear if Hong Kong subsidiaries will be deemed a PRC subsidiary. If Hong Kong subsidiaries are deemed to be PRC subsidiaries, (i) any foreign loan procured by our Hong Kong subsidiaries will be required to be registered with SAFE or its local branches or filed with SAFE in its information system; and (ii) our Hong Kong subsidiaries will not be able to procure loans which exceed the difference between their total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the People’s Bank of China Notice No. 9 (“PBOC Notice No. 9”). We may not be able to obtain these government approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our Hong Kong subsidiaries, if required. If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds we receive from our offshore financing activities and to capitalize our Hong Kong operations may be negatively affected, which could adversely affect our liquidity and ability to fund and expand our business.

The Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under its business scope. If Safe Circulars 16 and 19 are interpreted to apply to the Hong Kong Dollar, our ability to use Hong Kong Dollars converted from the net proceeds from our offshore financing activities to fund the establishment of new entities in Hong Kong, to invest in or acquire any other Hong Kong or PRC companies may be limited, which may adversely affect our business, financial condition and results of operations.

Our Hong Kong subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.

We are a holding company incorporated in Nevada. We rely on dividends from our Hong Kong subsidiaries for our cash and financing requirements, such as the funds necessary to service any debt we may incur. Current PRC regulations permit PRC subsidiaries to pay dividends to foreign parent companies only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with Chinese accounting standards and regulations. In addition, PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. Furthermore, if PRC subsidiaries and their subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to the foreign parent company, which may restrict the ability of the foreign parent company to satisfy its liquidity requirements. If such restrictions on dividend and other payments are interpreted to apply to Hong Kong entities, our ability to rely on payments from our Hong Kong subsidiaries will be adversely affected.

In addition, the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated. For a detailed description of the potential government regulations facing the Company and the offering associated with our operations in Hong Kong, please refer to “Government and Industry Regulations – Regulations Relating to Foreign Exchange and Dividend Distribution.”

Governmental control of currency conversion may limit our ability to utilize revenues effectively and affect the value of your investment.

~~The~~Governmental ~~PRC government imposes~~regulations and controls onover ~~the~~currency ~~convertibility~~exchange ofin ~~the~~certain ~~Renminbi~~jurisdictions ~~into~~where ~~foreign~~we ~~currencies and~~operate, including countries in ~~certain~~Southeast ~~cases~~Asia, ~~the~~may ~~remittance~~limit ofour ~~currency out of China.~~ability ~~Approval~~to ~~from~~convert orlocal ~~registration~~currencies ~~with~~into ~~appropriate~~other ~~government~~currencies, ~~authorities~~including isU.S. ~~required~~dollars, ~~where~~or ~~Renminbi~~transfer isfunds toacross beborders ~~converted~~freely. ~~into~~Restrictions ~~foreign~~on currency ~~and~~conversion ~~remitted~~or ~~out~~remittance ofcould ~~China~~impair toour ~~pay~~ability ~~capital~~to ~~expenses~~utilize ~~such~~revenues asgenerated ~~the repayment of loans denominated~~ in ~~foreign~~those ~~currencies.~~markets Ineffectively ~~light of the flood of capital outflows of China in 2016 due~~ to ~~the~~fund ~~weakening~~our ~~Renminbi~~operations, ~~the~~settle obligations ~~PRC~~denominated ~~government~~in ~~has imposed more restrictive~~ foreign ~~exchange~~currencies, ~~policies and~~or ~~stepped~~reinvest upin ~~scrutiny~~growth ofopportunities. ~~major~~Additionally, ~~outbound~~currency ~~capital~~control ~~movement~~measures ~~including~~may ~~overseas~~affect the ~~direct~~timing, ~~investment.~~amount, ~~More~~or ~~restrictions~~feasibility ~~and~~of ~~substantial~~repatriating ~~vetting process~~profits ~~are~~or ~~put~~dividends ~~in place by SAFE~~ to ~~regulate~~our ~~cross-border~~shareholders. ~~transactions~~Any ~~falling~~such ~~under~~limitations ~~the~~could ~~capital~~reduce ~~account.~~our Ifoperational flexibility, ~~any~~adversely ofimpact our ~~shareholders~~cash ~~regulated by~~flow, ~~such~~and ~~policies~~affect ~~fail to satisfy~~ the ~~applicable~~value ~~overseas~~of ~~direct~~your investment ~~filing~~in orour ~~approval~~company. ~~requirement~~We ~~timely~~cannot orassure atthat ~~all,~~further ~~it may be~~foreign ~~subject~~exchange torestrictions ~~penalties~~or ~~from~~currency ~~the~~policies ~~relevant~~will ~~PRC~~not ~~authorities.~~be ~~The~~introduced, ~~PRC~~which ~~government~~ may atfurther ~~its~~impact ~~discretion~~our ~~further~~business, ~~restrict~~financial ~~access~~condition, inand ~~the future~~results toof ~~foreign currencies for current account transactions~~operations.

We receive substantially all of our revenues in Hong Kong Dollars. Under our current corporate structure, we and our British Virgin Islands holding company may rely on dividend payments from our Hong Kong subsidiaries to fund any cash and financing requirements that we may have. If the PRC government expands its currency controls to include the Hong Kong Dollar, we will be required to obtain SAFE approval to use cash generated from the operations of our Hong Kong subsidiaries and consolidated affiliated entities to pay off their respective debt in a currency other than Hong Kong Dollar or Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi or the Hong Kong Dollar. We may be prevented from obtaining sufficient foreign currencies to satisfy our foreign currency demands. As a result, we may not be able to pay dividends in foreign currencies to our shareholders. For a detailed description of the potential government regulations facing the Company and the offering associated with our operations in Hong Kong, please refer to “Government and Industry Regulations – Regulations Relating to Foreign Exchange and Dividend Distribution.”

Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In the meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, or 2012 SAFE notices, promulgated by the SAFE in 2012. Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. Our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options will be subject to these regulations. It is unclear if these regulations will be expanded to include Hong Kong residents or citizens. Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also limit our ability to contribute additional capital into our Hong Kong subsidiaries and limit our Hong Kong subsidiaries’ ability to distribute dividends to us if Hong Kong residents or citizens are covered under these PRC regulations. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

The SAT has issued certain circulars concerning employee share options and restricted shares. Under these circulars, employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. It is unclear whether these regulations will be expanded in the future to cover our employees in Hong Kong. Our Hong Kong subsidiaries may become obligated to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities.

Risks Related to our International Operations

We are subject to risks associated with doing business internationally including compliance with domestic and foreign laws and regulations, economic downturns, political instability and other risks that could adversely affect our operating results.

We conduct our businesses in Malaysia, and have assets located in Hong Kong. We are required to comply with numerous and broad reaching laws and regulations administered by by United States federal, state and local, and foreign governmental authorities. We must also comply with other general business regulations such as those directed toward accounting and income taxes, anti-corruption, anti-bribery, global trade, handling of regulated substances, and other commercial activities, conducted by our employees and third-party representatives globally. Any failure to comply with applicable laws and regulations could subject us to administrative penalties and injunctive relief, and civil remedies including fines, injunctions, and recalls of our products. In addition, changes to regulations or implementation of additional regulations may require us to modify existing processing facilities and/or processes, which could significantly increase operating costs and negatively impact operating results.

Our operating results may be affected by changes in trade, monetary, fiscal and environmental policies, laws and regulations, and other activities of governments, agencies, and similar organizations. These conditions include but are not limited to changes in a country’s or region’s economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, currency exchange fluctuations, burdensome taxes and tariffs, enforceability of legal agreements and judgments, other trade barriers, and regulation or taxation of greenhouse gases. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, may limit our ability to transact business in these markets and may adversely affect our revenues and operating results.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

WeAs ~~are~~a ~~subject~~consulting tocompany ~~the Foreign~~operating ~~Corrupt~~in ~~Practice~~Malaysia ~~Act,~~and orengaging ~~FCPA,~~with clients and ~~other~~business ~~laws~~partners ~~that~~across ~~prohibit~~Southeast ~~improper~~Asia ~~payments~~and orinternationally, ~~offers~~we ofare ~~payments~~subject to ~~foreign~~various ~~governments and their officials~~anti-bribery and ~~political~~anti-corruption ~~parties by U~~laws.S. ~~persons~~These ~~and~~include ~~issuers as defined by~~ the ~~statute~~Malaysian ~~for~~Anti-Corruption ~~the~~Commission ~~purpose~~Act of2009 ~~obtaining~~(MACC ~~or retaining business. We will have operations~~Act), ~~agreements~~as ~~with third parties and make sales in Asia~~amended, which ~~may~~imposes ~~experience corruption. Our proposed activities in Asia~~strict ~~create~~penalties ~~the~~on ~~risk~~companies ofand ~~unauthorized~~individuals ~~payments~~involved orin ~~offers~~corrupt of payments by one of the employees, consultants, or sales agents of our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices ~~by our employees. Also~~, ~~our existing practices~~ and ~~any~~holds ~~future~~companies ~~improvements~~liable ~~may~~for ~~prove~~the tocorrupt beactions ~~less~~of ~~than~~their ~~effective, and the~~ employees~~, consultants,~~ or ~~sales~~associates ~~agents~~unless ofadequate ~~our~~procedures ~~Company~~are ~~may engage~~ in ~~conduct~~place ~~for~~to ~~which~~prevent ~~we might be held responsible~~bribery. ~~Violations~~In ~~of the FCPA may result in severe criminal or civil sanctions~~addition, ~~and~~ we may also be subject to ~~other~~foreign ~~liabilities~~anti-bribery laws, ~~which~~such ~~could~~as ~~negatively~~the ~~affect our business, operating results and financial condition~~U.S. InForeign ~~addition,~~Corrupt ~~the~~Practices ~~government~~Act ~~may~~(FCPA) ~~seek~~and toHong ~~hold~~Kong’s ~~our~~Prevention ~~Company~~of ~~liable~~Bribery ~~for~~Ordinance ~~successor~~(Cap. ~~liability~~201), ~~FCPA~~if ~~violations~~we ~~committed~~engage bywith ~~companies~~clients, inpartners, ~~which we invest~~ or ~~that~~investors wefrom ~~acquire~~these jurisdictions.

These laws prohibit offering, promising, or giving anything of value to government officials or business representatives to gain a business advantage. Non-compliance with these regulations, whether intentional or inadvertent, could result in substantial fines, criminal penalties, reputational damage, and restrictions on our ability to conduct business internationally. We have implemented internal controls and compliance procedures; however, there can be no assurance that our policies will always be effective in preventing violations. Any breach of these anti-bribery and anti-corruption laws could materially and adversely affect our business, operations, and financial performance.

We expect our revenues to be paid in non-U.S. currencies, and if currency exchange rates become unfavorable, we may lose some of the economic value of the revenues in U.S. dollar terms.

Our primary operations are conducted in ~~Hong~~Malaysia ~~Kong~~ and our operating currency is the ~~Hong~~Malaysian ~~Kong Dollar~~Ringgit. Since we conduct business in currencies other than U.S. dollars but report our financial results in U.S. dollars, we face exposure to fluctuations in currency exchange rates. For instance, if currency exchange rates were to change unfavorably, the U.S. dollar equivalent of our operating income recorded in foreign currencies would be diminished.

We currently do not, but may in the future, implement hedging strategies, such as forward contracts, options, and foreign exchange swaps to mitigate this risk. There is no assurance that our efforts will successfully reduce or offset our exposure to foreign exchange fluctuations. Additionally, hedging programs expose us to risks that could adversely affect our financial results, including the following:

· We have limited experience in implementing or operating hedging programs. Hedging programs are inherently risky and we could lose money as a result of poor trades; · We may be unable to hedge currency risk for some transactions or match the accounting for the hedge with the exposure because of a high level of uncertainty or the inability to reasonably estimate our foreign exchange exposures; · We may be unable to acquire foreign exchange hedging instruments in some of the geographic areas where we do business, or, where these derivatives are available, we may not be able to acquire enough of them to fully offset our exposure; · We may determine that the cost of acquiring a foreign exchange hedging instrument outweighs the benefit we expect to derive from the derivative, in which case we would not purchase the derivative and would be exposed to unfavorable changes in currency exchange rates; · To the extent we recognize a gain on a hedge transaction in one of our subsidiaries that is subject to a high statutory tax rate, and a loss on the related hedged transaction that is subject to a lower rate, our effective tax rate would be higher; and · Significant fluctuations in foreign exchange rates could greatly increase our hedging costs.

2919

· We may determine that the cost of acquiring a foreign exchange hedging instrument outweighs the benefit we expect to derive from the derivative, in which case we would not purchase the derivative and would be exposed to unfavorable changes in currency exchange rates; · To the extent we recognize a gain on a hedge transaction in one of our subsidiaries that is subject to a high statutory tax rate, and a loss on the related hedged transaction that is subject to a lower rate, our effective tax rate would be higher; and · Significant fluctuations in foreign exchange rates could greatly increase our hedging costs.

We anticipate increased exposure to exchange rate fluctuations as we expand the breadth and depth of our international sales.

In our financial statements, we translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period or the exchange rate at the end of that period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions could result in reduced revenue, operating expenses and net income for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions could result in increased revenue, operating expenses and net income for our international operations.

Because our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.

We are a holding company whose primary assets are our ownership of the equity interests in our subsidiaries. We conduct no other business and, as a result, we depend entirely upon our subsidiaries’ earnings and cash flow. If we decide in the future to pay dividends, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries. Our subsidiaries and projects may be restricted in their ability to pay dividends, make distributions or otherwise transfer funds to us prior to the satisfaction of other obligations, including the payment of operating expenses or debt service, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. If future dividends are paid in the Hong Kong Dollars, fluctuations in the exchange rate for the conversion of any of these currencies into U.S. dollars may adversely affect the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars. We do not presently have any intention to declare or pay dividends in the future. You should not purchase shares of our common stock in anticipation of receiving dividends in future periods.

It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders.

Substantially all of our assets are located in Hong Kong. Moreover, our current directors and officers are dominantly nationals of Hong Kong. All or a substantial ~~portion~~ portion of the assets of this person are located outside the United States. As a result, it may be difficult for our stockholders to effect service of process within the United States upon this person. In addition, there is uncertainty as to whether the courts of Hong Kong would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities law of the United States or any state thereof or be competent to hear original actions brought in Hong Kong against us or such persons predicated upon the securities laws of the United States or any state thereof.

Risks Related to our Common Stock

Due to the limited trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

While our shares of common stock are quoted on the ~~OTCQB~~OTC Pink tier of the OTC Markets Group, Inc., there is presently no meaningful demand for our common stock and ~~virtually~~ virtually no public market exists for the shares being offered in this prospectus. The ~~OTCQB~~OTC Pink is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The ~~OTCQB~~OTC Pink is not an issuer listing service, market or exchange. Although the ~~OTCQB~~OTC Pink does not have any listing requirements per se, to be eligible for quotation on the OTC ~~OTCQB~~Pink, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all.

3020

Our common stock may become subject to the "penny stock" rules of the sec and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Under U.S. federal securities legislation, our common stock will constitute "penny stock" is if has a market price of less than $5.00 per share, subject to certain exceptions. While the market price of our common stock is currently above $5.00, there can be no assurance that are price will consistently remain above $5.00, given the lack of liquidity in our stock. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor's account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Certain restrictions on the extent of puts may have little, if any, effect on the adverse impact of our issuance of shares in connection with the Investment Agreement and the Equity Purchase Agreement, and as such, Strattner and Williamsburg, or the Selling Security Holders, may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing stockholders.

Each Selling Security Holder has agreed to refrain from holding an amount of shares which would result in Strattner and Williamsburg owning more than 9.99% and 4.99%, respectively, of the then-outstanding shares of our common stock at any one time. These restrictions, however, do not prevent the Selling Security Holders from selling shares of common stock received in connection with a put, and then receiving additional shares of common stock in connection with a subsequent put. In this way, each Selling Security Holder could sell more than the foregoing limits in a relatively short time frame while still maintaining compliance with the prescribed limitations.

Because the Selling Security Holders will be paying less than the then-prevailing market price for our common stock, your ownership interest may be diluted and the value of our common stock may decline by exercising the put right pursuant to the Investment Agreement or the Equity Purchase Agreement.

The common stock to be issued to the Selling Security Holders pursuant to the Investment Agreement or the Equity Purchase Agreement will be purchased at a price that is a discount to market. Because the put price is lower than the prevailing market price of our common stock, to the extent that the put right is exercised, your ownership interest may be diluted. The Selling Security Holders have a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If the Selling Security Holders sell the shares, the price of our common stock could decrease. If our stock price decreases, the Selling Security Holders may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further adverse impact on our stock price.

The pricing structure of the Investment Agreement and the Equity Purchase Agreement may result in dilution to our stockholders.

Pursuant to the Investment Agreement and the Equity Purchase Agreement, the Selling Stockholders committed to purchase, subject to certain conditions, up to an aggregate of $35,000,000 of our common stock over a prescribed period. If we sell shares to the Selling Security Holders under the Investment Agreement or the Equity Purchase Agreement, it will have a dilutive effect on the holdings of our current stockholders, and may result in downward pressure on the price of our common stock. If we draw down amounts under the Investment Agreement or the Equity Purchase Agreement, we will issue shares to the Selling Security Holders at a discount. If we draw down amounts under these agreements when our share price is decreasing, we will need to issue more shares to raise the same amount than if our stock price was higher. Issuances in the face of a declining share price will have an even greater dilutive effect than if our share price were stable or increasing, and may further decrease our share price.

We may not be able to access sufficient funds pursuant to the terms of the Investment Agreement or the Equity Purchase Agreement.

Our ability to purchase shares of our common stock to the Selling Security Holders and obtain funds pursuant to the terms of the Investment Agreement and Equity Purchase Agreement is limited, including restrictions on when we may exercise our put rights, restrictions on the amount we may put to the Selling Security Holders at any one time, which is determined in part by the trading price of our common stock, and a limitation on the obligation of the Selling Security Holders to purchase if such purchase would result in the Selling Security Holders beneficially owning more than 9.99% or 4.99%, as applicable, of our common stock. Accordingly, we may not be able to access sufficient funds when needed.

Future issuances of our common stock could dilute current stockholders or adversely affect the market.

Our business plan contemplates expanding our operations through acquisitions which may involve significant issuances of our common stock. Future issuances of our common stock may be at values substantially below the price paid by the current holders of our common stock. In addition, common stock could be issued to fend off unwanted tender offers or hostile takeovers without further stockholder approval. Sales of substantial amounts of our common stock, or even just the prospect of such sales, could depress the prevailing price of our common stock and our ability to raise equity capital in the future. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further dilute common stock book value, and that dilution may be material.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

	·	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
	·	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
	·	"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;
	·	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
	·	Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

The market price of our common stock may be volatile, and our stock price may fall below your purchase price at the time you desire to sell your shares of our common stock, resulting in a loss on your investment.

The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including, without limitation:

	·	actual or anticipated variations in our quarterly and annual operating results, financial condition or asset quality;
	·	changes in general economic or business conditions, both domestically and internationally;
	·	the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve, or in laws and regulations affecting us;
	·	the number of securities analysts covering us;
	·	publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;
	·	changes in market valuations or earnings of companies that investors deemed comparable to us;
	·	the average daily trading volume of our common stock;
	·	future issuances of our common stock or other securities;
	·	additions or departures of key personnel;
	·	perceptions in the marketplace regarding our competitors and/or us;
	·	significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors or us; and
	·	other news, announcements or disclosures (whether by us or others) related to us, our competitors, our core market or the financial services industry.

The stock market and, in particular, the market for financial institution stocks have experienced significant fluctuations in recent years. In many cases, these changes have been unrelated to the operating performance and prospects of particular companies. In addition, significant fluctuations in the trading volume in our common stock may cause significant price variations to occur. Increased market volatility may materially and adversely affect the market price of our common stock, which may make it difficult for you to resell your shares at the volume, prices and times desired.

Investing in our Company is highly speculative and could result in the entire loss of your investment.

An investment in our shares is highly speculative and involves significant risk. Our shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside from a "secondary trading" exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering,

Anti-takeover effects of certain provisions of Delaware state law hinder a potential takeover of our company.

Though not now, in the future we may become subject to Delaware’s business combination law which prohibits certain business combinations between Delaware corporations and "interested stockholders" for three years after the "interested stockholder" first becomes an "interested stockholder," unless the corporation's board of directors approves the combination in advance. For purposes of Delaware law, an "interested stockholder" is any person who is the beneficial owner, directly or indirectly, of fifteen percent or more of the voting power of the outstanding voting shares of the corporation. A corporation is subject to Delaware’s business combination law if it has more than 2000 stockholders or has its securities listed on a national securities exchange. The effect of Delaware’s business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1C. CYBERSECURITY.

~~None~~The Company has not adopted any insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company securities yet, as we are still in the restructuring process. We however plan to adopt this soon once the restructuring process is done.

ITEM 2. PROPERTIES.

Our corporate office is located at 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong. We are parties to an office rental agreement at a monthly rate of HK$2,500 (approximately $321), for a term of 12 months.

We believe that our current facilities are adequate for our current needs. We expect to secure new facilities or expand existing facilities as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our operations.

ITEM 3. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which we or our subsidiaries are a party or to which any of our or their property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers, affiliates or any owner of record or beneficially of more than 5% of our common stock, or any associate of any of the foregoing, is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

3524

PART II

(a) Market Information

Shares of our common stock are quoted on the OTC Pink under the symbol “LDSN”. Shares of our common stock began trading on April 1, 2020. As of February 621, ~~2024~~2025, the last closing price of our securities was $0.60004, with little to no quoting activity. There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.

The following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the Pink Sheets. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Quarterly period	High		Low
Fiscal year ended December 31, 2024:
Fourth Quarter	$	0.025	$	0.003
Third Quarter	$	0.145	$	0.016
Second Quarter	$	0.98	$	0.0172
First Quarter	$	1.0875	$	0.1801
Fiscal year ended December 31, 2023:
Fourth Quarter	$	0.597	$	0.1
Third Quarter	$	0.401	$	0.163
Second Quarter	$	0.~~775~~65	$	0.35
First Quarter	$	1.70	$	01.1614
Fiscal year ended December 31, 2022:
Fourth Quarter	$	0.32	$	0.11
Third Quarter	$	1.00	$	0.11
Second Quarter	$	1.15	$	0.95
First Quarter	$	2.65	$	1.10

(b) Approximate Number of Holders of Common Stock

As of ~~February~~December 631, 2024, ~~there~~ there were approximately ~~276~~295 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street name”.

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. On January 2, 2020, prior to the consummation of the acquisition of LHCL, LHCL declared and paid dividends of $184,919 to the shareholders. Except as otherwise set forth above, we paid no dividends during the periods reported herein, nor do we anticipate paying any dividends in the foreseeable future.

(d) Equity Compensation Plan Information

None.

(e) Recent Sales of Unregistered Securities

None.

ITEM 6. RESERVED.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary for the fiscal years ended December 31, ~~2023~~2024, and ~~2022~~2023. The discussion and analysis that follows should be read together with the section entitled “Cautionary Note Concerning Forward-Looking Statements” and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K.

Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.

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. References to “Malaysian Ringgit” or “MYR” are to the legal currency of Malaysia. 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 the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Impact of ~~COVID-19~~heightened onvolatility ~~our~~in ~~business~~interest rates

~~The~~Following ~~outbreak~~the global stabilization of the COVID-19 ~~that~~ ~~started~~pandemic, ~~in late January 2020 in~~ the ~~PRC~~Company ~~has~~continues ~~negatively~~to ~~affected~~assess ~~our~~any ~~business.~~lingering Inimpacts ~~March~~on ~~2020,~~workforce ~~the~~dynamics ~~World~~and ~~Health~~supply ~~Organization~~chain ~~declared~~resilience. However, ~~COVID-19~~attention ashas aincreasingly ~~pandemic~~shifted ~~and~~toward ~~has~~addressing ~~resulted~~broader ineconomic ~~quarantines~~uncertainties, ~~travel~~particularly ~~restrictions, and~~ the ~~temporary~~volatility ~~closure~~in ofinterest ~~stores~~rates and ~~business facilities~~ inevolving ~~China~~market ~~and the U~~conditions.S. inOver the ~~subsequent~~past ~~months.~~two ~~Given~~years, ~~the~~rising ~~rapidly~~interest ~~expanding~~rates ~~nature~~have ofhad ~~the~~a ~~COVID-19~~significant ~~pandemic~~global impact, ~~and~~including ~~because~~across ~~substantially~~Southeast ~~all~~Asia. ofHigher ~~the~~rates ~~Company’s~~have ~~business~~increased ~~operations~~borrowing ~~and~~costs, ~~its~~influenced ~~workforce~~client ~~are~~spending ~~concentrated in China~~patterns, ~~the~~and ~~Company’s~~slowed business, ~~results of operations,~~investments—factors ~~and~~that ~~financial~~may ~~condition~~directly ~~for~~affect ~~calendar~~consulting ~~year~~firms ~~2020~~like ~~have been adversely affected~~ours.

~~Management~~Monetary ~~believes~~authorities ~~that~~across ~~COVID-19~~Southeast ~~could~~Asia, ~~continue~~including toBank ~~have~~Negara aMalaysia ~~material~~and ~~impact~~the onMonetary ~~its~~Authority ~~financial~~of ~~results~~Singapore, ~~for~~have ~~the~~adjusted ~~first~~their ~~half~~policies ofin ~~calendar~~response ~~year~~to ~~2023~~persistent inflationary pressures and ~~could~~broader ~~cause~~macroeconomic ~~the potential~~developments. ~~impairment~~The ofrise ~~certain~~in ~~assets.~~interest Torates ~~mitigate~~presents a potential risk to the ~~overall~~Company, ~~financial~~as it ~~impact~~may increase the cost of ~~COVID-19~~borrowing, onconstrain ~~the~~access ~~Company’s~~to ~~business~~affordable financing, ~~management~~and influence the capital expenditure decisions of our ~~has~~clients. ~~worked~~These ~~closely~~dynamics ~~with~~could ~~its~~result ~~service~~in ~~centers~~delays, todeferrals, ~~enhance~~or ~~their~~reductions ~~marketing~~in ~~and~~consulting ~~promotion~~project ~~activities~~engagements, tothereby ~~generate~~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.

Results of Operations

WeOur ~~are~~unaudited ~~not~~consolidated financial ~~required~~statements have been prepared on a going concern basis, which assumes that we will be able to ~~obtain~~continue ~~permission~~to operate in the future ~~from~~in the ~~Chinese~~normal ~~authorities~~course of business. In our unaudited consolidated financial statements for the year ended December 31, 2024, it has included a note about our ability to ~~operate~~continue oras a going concern due to ~~issue~~consecutive ~~securities~~quarterly losses from operations in 2023 as a result of COVID-19 and rising interest rates. Business closures in South-East Asia and limitations on business operations arising from volatile interest rates has significantly disrupted our ability to ~~foreign~~generate ~~investors~~revenues and cash flow during the fiscal year 2024.

Our audited consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to continue to operate in the future in the normal course of business. In our audited consolidated financial statements for the year ended December 31, 2023, it has included a note about our ability to continue as a going concern due to consecutive quarterly losses from operations in 2022 as a result of COVID-19. Business closures in Hong Kong and limitations on business operations arising from COVID-19 has significantly disrupted our ability to generate revenues and cash flow during the fiscal year 2023.

The success of our business strategy is dependent in part upon the availability of additional capital resources on terms satisfactory to management as we are not generating sufficient revenues from our business operations. Our sources of capital in the past have included advance from stockholders and affiliates. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed above are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on equity sales of our common shares and shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.

Comparison of the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023

The following table sets forth certain operational data for the years ended December 31, ~~2023~~2024 and ~~2022~~2023:

	Years ended December 31,
	2023			2022
	2024			2023
Revenues, net	$	-14,000,000		$	-–
Cost of revenue		-–			-–
Gross profit		-14,000,000			-–
Total operating expenses		~~(285~~1,~~568~~512,943	)		-(285,568	))
Other (expenses) income		(17,629	)		(14,037,866	)
Operating income		12,487,057			(285,568	)
Loss before Income Taxes		(303,197	)		(14,037,866	)
Other (expenses) income		(65,661	)		(17,629	)
Income/ (loss) before Income Taxes		12,421,396			(303,197	)
Income tax expense		–			–
Net loss		(303,197	)		(14,037,866	)
Net income/ (loss)		12,421,396			(303,197	)

Revenue. We generated ~~nil~~$14,000,000 and $0 revenues for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 respectively.

Cost of Revenue. Cost of revenue was nil for the year ended December 31, ~~2023~~2024 and ~~2022~~2023.

Gross Profit. Gross profit was ~~nil~~$14,000,000 and $0 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 respectively.

Operating Expenses. We incurred operating expenses of $~~285~~1,~~568~~512,943 and ~~nil~~$285,568 for the years ended December 31, ~~2023,~~2024 and ~~2022~~2023, respectively. Operating expenses ~~for~~ for the ~~year~~two ~~ended~~years ~~December 31, 2023,~~ consisted of ~~$205,026 of stock based compensation and $80,542 of~~ general and administrative expenses.

Income Tax Expense. Our income tax expenses for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 was $0 and $0, respectively.

Net Loss. We incurred a net loss of $303,197 and $14,037,866 for the years ended December 31, 2023 and 2022, respectively. The decrease in net loss is primarily attributable to the one off listing expense incurred in 2022.27

Net Income/ (Loss). We incurred a net income of $12,421,396 and net loss of $303,197 for the years ended December 31, 2024 and 2023, respectively. The increase in net income is primarily attributable to the revenue earned by the Company in 2024.

Liquidity and Capital Resources

As of December 31, ~~2023~~2024 and ~~2022~~2023, we had cash and cash equivalents of $~~175~~136,~~002~~341 and $12175,~~056~~002, respectively.

We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months. It is expected to incur significantly greater expenses in the near future as we develop our product offerings or enter into strategic partnerships. We also expect our general and administrative expenses to increase as we expand our finance and administrative staff, add infrastructure, and incur additional costs related to being reporting act company, including directors’ and officers’ insurance and increased professional fees. We believe that we will require approximately $1 to 2 million over the next 12-24 months to implement our business plan. For the immediate future, we intend to finance our business expansion efforts through equity ~~purchase~~purchases by institutional banks, and loans from existing shareholders or financial institutions.

We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

Going Concern Uncertainties

~~Our~~For ~~continuation~~the asfiscal ayear ~~going~~ended ~~concern~~December is31, ~~dependent~~2024, ~~upon~~Luduson ~~improving~~G ~~our profitability and the continuing financial support from our stockholders~~Inc. ~~Our~~achieved ~~sources~~positive ~~of capital in the past have included the sale of equity securities~~earnings, ~~which~~reflecting ~~include~~a ~~common~~significant ~~stock~~improvement ~~sold~~ in ~~private~~our ~~transactions~~financial performance and ~~public offerings,~~operational ~~lease~~stability. ~~liability~~This ~~and~~profitability ~~short-term~~marks ~~and~~a ~~long-term~~notable ~~debts.~~turnaround Incompared ~~addition, with respect~~ to ~~the~~prior ~~ongoing~~periods and ~~evolving~~is ~~coronavirus~~indicative ~~(COVID-19)~~of ~~outbreak, which was designated as a pandemic by~~ the ~~World~~success ~~Health~~of ~~Organization~~our onstrategic ~~March 11~~initiatives, ~~2020, the outbreak has caused substantial disruption~~ incost ~~international~~management ~~economies~~efforts, and ~~global~~revenue ~~trades~~growth ~~and~~across ifour ~~repercussions~~business ofsegments. ~~the~~The ~~outbreak~~positive ~~are~~earnings ~~prolonged,~~generated ~~could~~during 2024 have ~~a significant adverse impact~~strengthened on our ~~business.~~liquidity ~~Given~~position ~~the addition political~~ and ~~public~~reduced ~~health~~concerns ~~challenges,~~regarding our ability to ~~obtain~~continue ~~external~~as ~~financing~~a orgoing ~~financing~~concern. ~~from existing~~As ~~shareholders~~a ~~to fund our working capital needs has been materially and adversely impacted~~result, ~~and~~management ~~there~~believes ~~can be no assurance~~ that wethe ~~will~~Company behas ~~able~~sufficient resources to ~~raise~~meet ~~such~~its ~~additional~~obligations ~~capital~~and ~~resources~~fund onoperations ~~satisfactory~~for ~~terms.~~the Weforeseeable ~~believe~~future. ~~that~~However, ~~our~~we ~~current~~remain ~~cash~~vigilant in ~~and~~monitoring ~~other~~market ~~sources~~conditions ~~of liquidity~~and ~~discussed~~our ~~below~~working ~~are~~capital ~~adequate~~requirements to ~~support~~ensure ~~general~~ongoing ~~operations~~financial ~~for at least the next 12 months~~stability.

We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors might lose all of their investment.

	Years ended December 31,
	2023			2022
	2024			2023
Net cash (used in) operating activities	$	(~~132~~38,~~484~~661	)	$	–(132,484	)
Net cash used in investing activities		–			–
Net cash used in financing activities		~~295,430~~–			–295,430

Net Cash Provided by (Used in) Operating Activities.

For the year ended December 31, 2024, net cash used in operating activities was $38,661, which consisted primarily of a net income of $12,421,396, along with stock based compensation of $1,505,500, decrease in inventory of $46,154 and increase in accrued expenses of $34,443 and offset by stock based revenue of $14,000,000 and increase in other receivables and other current assets of $46,154.

For the year ended December 31, 2023, net cash used in operating activities was $132,484, which consisted primarily of a net loss of $303,197, along with decrease in inventory of $46,154 and decrease in other receivables and other current assets of $64,102 and offset by stock based compensation of $205,026 and increase in accrued expenses of $75,943.

~~For the year ended December 31, 2022, net cash provided by operating activities was $nil, which consisted of a net loss of $14,037,866, offset by an increase in accrued expenses of $14,037,866.~~28

Net Cash Used In Investing Activities.

For the year ended December 31, 2024, there is no net cash provided by investing activities.

For the year ended December 31, 2023, there is no net cash provided by investing activities.

For the year ended December 31, 2022, there is no net cash provided by investing activities.

Net Cash (Used In) Provided by Financing Activities.

For the year ended December 31, 2024, there is no net cash used in financing activities.

For the year ended December 31, 2023, net cash used in financing activities was $295,430, consisting primarily of proceeds from acquisition subsidiaries and offset by repayment to borrowings.

For the year ended December 31, 2022, there is no net cash used in financing activities.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which require us to make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

We believe that our accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations are summarized in “Note 3 - Summary of Significant Accounting Policies” in the notes to our consolidated financial statements.

Recent Accounting Pronouncements

See “Note 2 - Summary of Significant Accounting Policies” in the notes to our consolidated financial statements for a discussion of recent accounting pronouncements.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated ~~financial~~unaudited financial statements ~~and the Report of Independent Registered Certified Public Accounting Firm~~ thereon are filed pursuant to this Item 8 and are included in this report beginning on page F-1. This is a voluntary filing by the Company.

4030

LUDUSON G INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive (Loss) Income	F-4
Consolidated Statements of Cash Flows	F-5
Consolidated Statements of Changes in Shareholders’ Equity	F-6
Notes to Consolidated Financial Statements	F-7 – F-1820

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

F-2

LUDUSON G INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, ~~2023~~2024 and ~~2022~~2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	As of December 31,
	2023			2022
	2024			2023
ASSETS
Current asset:
Cash and cash equivalents	$	~~175~~136,~~002~~341		$	12175,~~056~~002
Investment in unlisted shares		–12,500,000			–
Account receivable		–			–
Inventory, net		~~46,154~~–			–46,154
Prepaid expenses and other current assets		64110,~~102~~256			–64,102
Total current assets		~~285~~12,~~258~~746,597			12285,~~056~~258
Non-current asset:
Intelligential Property Rights		6,000,000			–6,000,000
Goodwill		806,158			–806,158
Total non-current assets		6,806,158			–
Other Assets		2,500,000			–
TOTAL ASSETS	$	7,091,416		$	12,056
Total non-current assets		9,306158			6,806,158
TOTAL ASSETS	$	22,052,755		$	7,091,416
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accrued liabilities and other payables	$	~~143~~178,~~722~~165		$	78143,~~179~~722
Current portion of long-term loan payables		114,150			–114,150
Total current liabilities		~~257~~292,~~872~~315			78257,~~179~~872
Non-current liabilities
Long-term loan payables		987,438			–987,438
Total non-current liabilities		987,438			–987,438
TOTAL LIABILITIES		1,~~245~~279,~~310~~753			781,~~179~~245,310
SHAREHOLDERS’ EQUITY
Common stock, $0.0001 par value, 1,000,000,000 shares authorized at December 31, 2023, 100,000,000 at December 31, 2022, 503,466,410 and 348,210,000 shares issued and outstanding at December 31, 2023 and 2022, respectively		50,347			34,821
Common stock, $0.0001 par value, 1,000,000,000 shares authorized at December 31, 2024 and at December 31, 2023, 563,466,410 and 503,466,410 shares issued and outstanding at December 31, 2024 and 2023, respectively		56,347			50,347
Additional paid-in capital		2022,~~138~~637,~~264~~764			1320,~~938~~138,~~364~~264
Accumulated other comprehensive loss		–			–
Accumulated deficit		(141,~~342~~921,~~505~~109	)		(14,~~039~~342,~~308~~505	)
Shareholders’ equity		520,~~846~~773,~~106~~002			~~(66~~5,~~123~~846,106	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	722,~~091~~052,~~416~~755		$	127,~~056~~091,416

See accompanying notes to consolidated financial statements.

F-3

LUDUSON G INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2023			2022
	2024			2023
Revenue, net	$	–14,000,000		$	–
Cost of revenue		–			–
Gross profit		–14,000,000			–
Operating expenses:
General and administrative expenses		(~~285~~1,~~568~~512,943	)		–(285,568	)
Total operating expenses		(~~285~~1,~~568~~512,943	)		–(285,568	)
Operating income (expense)		12,487,057			(285,568	)
Other (expenses) income:
Interest income		77–			–77
Interest expense		(1763,~~706~~661	)		–(17,706	)
Listing expense		–(2,000	)		~~(14,037,866~~–	)
Total other expenses		(1765,~~629~~661	)		(1417,~~037,866~~629	)
LOSS BEFORE INCOME TAXES		(303,197	)		(14,037,866	)
INCOME BEFORE INCOME TAXES		12,421,396			(303,197	)
Income tax expense		–			–
NET LOSS		(303,197	)		(14,037,866	)
NET INCOME		12,421,396			(303,197	)
Other comprehensive loss:
Foreign currency translation loss		–			~~(1,442~~–	)
COMPREHENSIVE LOSS	$	(303,197	)	$	(14,039,308	)
COMPREHENSIVE INCOME	$	12,421,396		$	(303,197	)
Net loss per share:
Basic and diluted	$	(0.0002	)	$	(0.0400	)
Weighted average shares outstanding
Basic and diluted		~~416~~563,~~663~~466,~~107~~410			~~348~~416,~~210~~663,~~000~~107

See accompanying notes to consolidated financial statements.

F-4

LUDUSON G INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(Currency expressed in United States Dollars (“US$”))

	Years ended December 31,
	2023			2022
	2024			2023
Cash flows from operating activities:
Net loss	$	~~(303~~12,~~197~~421,396	)	$	(14303,~~037,866~~197	)
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Amortization of goodwill		–			–
Share Based Revenue		14,000,000			–
Stock based compensation		~~205~~1,~~026~~505,500			–205,026
Change in operating assets and liabilities:
Decrease in inventory		(46,154	)		–(46,154	)
Decrease in other receivables and other current assets		(6446,~~102~~154	)		–(64,102	)
Increase in accounts payable		–			–
Increase in accrued expenses		7534,~~943~~443			1475,~~037,866~~943
Net cash (used in) operating activities		(~~132~~38,~~484~~661	)		–(132,484	)
Cash flows from investing activities:
Purchases of equipment		–			–
Net cash used in investing activities		–			–
Cash flows from financing activities:
Repayment to related party		–			–
Proceeds from related party payable		–			–
Proceeds from borrowings		–			–
Repayment to borrowings		~~(3,008~~–	)		–(3,008	)
Proceeds from acquisition subsidiaries		~~298,438~~–			–298,438
Net cash provided by financing activities		~~295,430~~–			–295,430
Effect on exchange rate change on cash and cash equivalents		–			~~(1,442~~–	)
Net increase of cash and cash equivalents		~~162~~(38,~~946~~661	)		–162,946
BEGINNING OF YEAR		12175,~~056~~002			1312,~~498~~056
END OF YEAR	$	~~175~~136,~~002~~341		$	12175,~~056~~002
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for tax	$	–		$	–
Cash paid for interest	$	–(63,661	)	$	–
Non-cash financing and investing activities:
Debt converted to common stock	$	~~10,400~~–		$	–
Issuance of treasury stock for intelligential property rights	$	62,~~000~~500,000		$	–

See accompanying notes to consolidated financial statements.

F-5

LUDUSON G INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Common stock						Treasury stock						Additional paid-in		Retained			Total shareholders’
	No. of shares			Amount			No. of shares			Amount			capital		earnings			equity
Balance, December 31, 2022		348,210,000		$	34,821			–		$	–		$	13,938,364	$	(14,039,308	)	$	(66,123	)
Net loss		–			–			–			–			–		(303,197	)		(303,197	)
Net loss for the year ended December 31, 2023		–			–			–			–			–		(303,197	)		(303,197	)
Shares issued as debt conversion July 12, 2023		34,820,000			3,482			–			–			–		–			3,482
Shares issued as debt conversion July 13, 2023		12,180,000			1,218			–			–			–		–			1,218
Shares issued as debt conversion July 18, 2023		50,256,410			5,026			–			–			–		–			5,026
Shares issued as debt conversion July 31, 2023		20,000,000			2,000			–			–			–		–			2,000
Shares issued as debt conversion August 1, 2023		35,000,000			3,500			–			–			–		–			3,500
Transfer to treasury stock August 15, 2023		(30,000,000	)		(3,000	)		30,000,000			3,000			–		–			–
Shares issued as price $0.2 as stock compensation August 22, 2023		1,000,000			100			–			–			199,900		–			200,000
Treasury stock was given for the purchase of 30 movie intelligent properties September 21, 2023		30,000,000			3,000			(30,000,000	)		(3,000	)		6,000,000		–			6,000,000
Shares issued as debt conversion November 16, 2023		2,000,000			200			–			–			–		–			200
Balance, December 31, 2023		503,466,410		$	50,347			–		$	–		$	20,138,264	$	(14,342,505	)	$	5,846,106
Net income for the year ended December 31, 2024		–			–			–			–			–		12,421,396			12,421,396
Shares issued on January 10, 2024, for the purchase of Metaverse Innovation Laboratory		5,000,000			500			–			–			2,499,500		–			2,500,000
Shares issued on April 5, 2024, at par to Mr. Lap Yan CHEUNG, the Company’s COO for the services provided to the Company		55,000,000			5,500			–			–			–		–			5,500
Balance, December 31, 2024		563,466,410		$	56,347			–		$	–		$	22,637,764	$	(1,921,109	)	$	20,773,002

See accompanying notes to consolidated financial statements.

F-6

LUDUSON G INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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.

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 intangible assets, comprising the above, are 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, ~~September~~2023, Glamourous Group Holding ~~Limited~~ 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 roll in Glamourous Holdings Company Limited (HK) as part of the group restructuring.

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 $250,000,000 and has the potential to be spun off into another listed entity. To further facilitate the growth and success of this new venture, the Company’s Malaysian subsidiary, LWH Consulting Sdn Bhd, has been paid 5% of the business’ value equivalent to $12,500,000 in shares. This strategic allocation was reflected in the Company’s 2024 Q2 financial results, demonstrating our commitment to expanding our international footprint and leveraging the unique strengths of our regional teams (See Note – 4 “New Pixel Art Business”).

F-7

On September 28, 2024, the Company disposed LWH Consulting Sdn Bhd, a former 100% owned subsidiary of the Company (see Note – 2 “Roll in of LWH Consulting”).

Description of subsidiaries

Schedule of description of subsidiaries
Name	Place of incorporation and kind of legal entity	Principal activities	Particulars of registered/ paid up share capital	Effective interest held
Glamourous Holdings Company Limited (HK)	Hong Kong	Entertainment & Consultancy	10,000 ordinary shares at par value of HKD1	100%
Glamourous Holdings International Company Limited	Hong Kong	Entertainment & Consultancy	10,000 ordinary shares at par value of HKD1	100%

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

~~F-7~~2. ROLL IN OF LWH CONSULTING

~~LUDUSON~~On GMarch ~~INC~~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.

~~NOTES~~During TOthe ~~CONSOLIDATED~~three ~~FINANCIAL~~months ~~STATEMENTS~~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 300,000 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 $1,500,000 valuation for the 300,000 shares of GSGG’s common stock and has booked the fair value of the shares received in the Company’s financial statements as revenue of $1,500,000.

~~FOR~~On ~~THE~~September ~~YEARS~~28, ~~ENDED~~2024, ~~DECEMBER~~the 31Company disposed LWH Consulting and the 300,000 ~~2023~~shares ~~AND~~of ~~2022~~GSGG’s common stock as director’s renumeration to Ho Chi WAN, the Company’s Director and Non-Executive Chairman. The 300,000 shares of GSGG’s common stock with a fair value of $1,500,000 paid to Ho Chi WAN was booked as general and administrative expenses in the Company’s financial statements.

~~(Currency expressed in United States Dollars (“US$”), except for number of shares)~~F-8

23. ~~SUMMARY~~PURCHASE OF ~~SIGNIFICANT~~METAVERSE ~~ACCOUNTING~~INNOVATION ~~POLICIES~~LABORATORY (THE “PROJECTS”)

On January 10, 2024, the Company issued 5,000,000 shares of common stock for a total compensation of $2,500,000 calculated with the quoted market price on OTC Markets of $0.50 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. The Projects aim to add to the Company’s metaverse prowess and to develop a highly competitive metaverse, and seamlessly amalgamate movies, games, music, online shows, and KOL interaction. However, with the roll in of LWH Consulting on March 28, 2024, the Company expanded our operations to include listing consulting services. The Company identifies potential synergy in a combination between the Projects and V1 Play Limited, a personal company of the Company’s COO Lap Yan CHEUNG. V1 Play Limited is a limited liability company incorporated in Hong Kong that develop and create games based on pixel art on multiple platforms such as mobile app, gaming consoles and augmented, virtual, and mixed reality. The Company expects to commence the restructuring and the listing of the Projects and V1 Play Limited in the first half of 2025 and record income for the listing consulting services provided. Therefore, the Company recorded the $2,500,000 total compensation paid to Dr. CHAN as prepaid expenses under other assets on the Company’s balance sheet and expects to expense the prepaid expenses in the first half of 2025 under the matching principle.

Dr. CHAN’s professional background includes serving as the assistant to the renowned Hong Kong entrepreneur, Sir Ka-shing LEE. Dr. CHAN has successfully developed a metaverse dedicated to Dunhuang Culture.

4.	NEW PIXEL ART BUSINESS

Pixel Art is a form of digital art where images are created and edited at the pixel level, often characterized by its blocky, retro aesthetic reminiscent of early video games. This unique art style utilizes limited color palettes and intricate detailing, allowing artists to craft visually striking and nostalgic pieces that captivate audiences with their charm and simplicity. As a fusion of technology and creativity, Pixel Art has gained significant popularity in various digital media, from video games and animations to contemporary art exhibitions.

5.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

·	Basis of presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

F-9

·	Use of estimates and assumptions

In preparing these 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 years reported. Actual results may differ from these estimates.

·	Basis of consolidation

The 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.

·	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.

·	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~~ Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. ~~Accounts~~ 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 collectibility. 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. The allowance for doubtful accounts was $0 and $0 as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

·	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:

Schedule of estimated useful lives of assets
		Expected useful lives
		Expected useful lives
Leasehold improvement		3 years
Leasehold improvement		3 years
Computer equipment		3-5 years
Computer equipment		3-5 years
Furniture and equipment		5 years
Furniture and equipment		5 years
Plant and Equipment		5 years

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.

~~F-8~~Depreciation expense for the years ended December 31, 2024 and 2023 were nil and nil respectively.

~~LUDUSON G INC.~~F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

·	Revenue recognition

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

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.

· 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.

The transaction price for each contract is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised products or services to the customer. Collectability of revenue is reasonably assured based on historical evidence of collectability of fees the Company charges its customers. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. At contract inception, the Company determines whether it satisfies the performance obligation over time or at a point in time.

The Company currently does not derive any revenues.

·	Cost of revenue

Cost of revenue consists primarily of the fees paid to contracted programmers and labor costs, which are directly attributable to the rendering of services.

·	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 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 consolidated 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.

F-11

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.

F-9

LUDUSON G INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

·	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 years ended December 31, ~~2023~~2024 and ~~2022~~2023.

·	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 addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. 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 shareholders’ equity.

Translation of amounts from HKD into US$ has been made at the following exchange rates for the years ended December 31, ~~2023~~2024 and ~~2022~~2023:

Schedule of translation rates
	December 31, 2024		December 31, 2023
	December 31, 2023		December 31, 2022
Year-end HKD:US$ exchange rate		7.7634		7.8105
Year-end HKD:US$ exchange rate		7.8105		7.80776
Annual average HKD:US$ exchange rate		7.7870		7.8290
Annual average HKD:US$ exchange rate		7.8290		7.83025

·	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 consolidated statements of changes in shareholders’ 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.

·	Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided.

F-12

·	Share-based compensation

The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on estimated grant date fair values. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company records compensation expense, net of estimated forfeitures, over the requisite service period.

F-10

LUDUSON G INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

·	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.

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.

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 at commencement date 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.

·	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.

F-13

The 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.

F-11

LUDUSON G INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

·	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 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.

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.

·	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.

F-14

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, prepayment and other receivables, amount due from a director and operating lease right-of-use assets, approximate their fair values because of the short maturity of these instruments.

F-12

LUDUSON G INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

·	Recent accounting pronouncements

36. ~~COVID-19~~GOING ~~RELATED~~CONCERN ~~RISKS AND~~ UNCERTAINTIES

~~Since~~The ~~the~~Company’s ~~beginning~~consolidated offinancial ~~2020, COVID-19 has become~~statements aas ~~global~~of ~~pandemic.~~December As31, a2024 ~~result~~been ofprepared ~~the~~using ~~measures~~generally ~~implemented~~accepted byaccounting ~~governments~~principles ~~around~~in the ~~world,~~United ~~the~~States ~~business~~of ~~operations~~America ~~have~~applicable ~~been~~to ~~directly~~a going ~~affected.~~concern, Inwhich ~~order~~contemplates ~~to mitigate~~ the ~~risk~~realization ~~from~~of ~~COVID-19,~~assets ~~the~~and ~~Company~~liquidation ~~took~~of ~~expedited~~liabilities ~~measures~~in tothe ~~reduce~~normal ~~operating~~course ~~expenses~~of ~~and~~business. ~~preserve~~The ~~cash,~~Company has ~~including~~incurred ~~headcount~~a ~~reduction,~~net ~~freezing~~income ~~hiring~~of ~~and~~$12,421,396 ~~voluntary~~for ~~salary reductions from~~ the ~~senior~~current ~~leadership~~year.

Due to the speed and fluidity with which the COVID-19 pandemic continues to evolve, and the emergence of highly contagious variants, the Company has experienced by a certain extent of the impact of COVID-19 on its business operations. The ultimate extent of the impact of any epidemic, pandemic, outbreak, or other public health crisis on the business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic, outbreak, or other public health crisis and actions taken to contain or prevent the further spread, including the effectiveness of vaccination and booster vaccination campaigns, among others. Accordingly, the Company cannot predict the extent to which our business, financial condition and results of operations will be affected.

4. GOING CONCERN UNCERTAINTIES

The Company’s consolidated financial statements as of December 31, 2023 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred a net loss of $303,197 for the current year. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international and U.S. economies and markets and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital and the continued financial support from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

57. BUSINESS SEGMENT

The Company considers its business activities to constitute noof 1 reportable ~~segments~~segment, namely its listing consulting services. The Company’s revenues for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 are ~~nil0~~$14,000,000 and nil, respectively.

68. ACCOUNTS AND RETENTION RECEIVABLE

~~For~~As ~~the~~of ~~years ended~~ December 31, ~~2023~~2024 and ~~2022~~2023, the Company’s account receivable are ~~nil0~~nil.

~~F-13~~9. PLANT AND EQUIPMENT

~~LUDUSON~~The GCompany ~~INC~~has no plant and equipment as of December 31, 2024 and 2023.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-15

~~FOR~~10. ~~THE~~PREPAID ~~YEARS~~EXPENSES ~~ENDED~~AND ~~DECEMBER~~OTHER ~~31,~~CURRENT ~~2023 AND 2022~~ASSETS

~~(Currency~~As ~~expressed~~of inDecember ~~United~~31, ~~States~~2024 ~~Dollars~~and 2023, the Company’s ~~(“US~~prepaid expenses and other current assets are $”)110,256 ~~except~~and ~~for~~$64,102, ~~number~~respectively. The Company’s prepaid expenses and other current assets as of ~~shares)~~December 31, 2024 and 2023 mainly consisted of prepaid expenses.

711. ~~PLANT~~INTELLIGENTIAL ~~AND~~PROPERTY ~~EQUIPMENT~~RIGHTS

The Company has no plant and equipment for the years ended December 31, 2023 and 2022.

8. DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

The Company has no deposits, prepayments and other receivables for the years ended December 31, 2023 and 2022.

9. INTELLIGENTIAL PROPERTY RIGHTS

The Company, on July 21, 2023, entered into an Agreement for Purchase of Commercial Movie Projects with Man Fai CHENG to purchase 20 commercial movie projects for a price of $4,000,000 payable by 20,000,000 shares of the Company’s freely tradable common stock calculated with the quoted market price on OTC Markets of $0.20 per share as of the date of the agreement. The Company, on July 21, 2023, entered separately into an Agreement for Purchase of Animation Movie Projects with Woon Chun KWOK to purchase 5 animation movie projects for a price of $2,000,000 payable by 10,000,000 shares of the Company’s freely tradable common stock calculated with the quoted market price on OTC Markets of $0.20 per share as of the date of the agreement. The Management, according to ASC Topic 820, Fair Value Measurements and Disclosures, uses Level 3 inputs such as observable Hong Kong entertainment industry market for its valuation methodology of the movie projects. Collectively, the total $6,000,000 value of the movie projects is recognized as Intelligential Property Rights on the Company’s balance sheet.

1012. AMOUNT DUE FROM (TO) A RELATED PARTY

As of December 31, 2024 and 2023, the Company do not have any amount due from (to) a related party.

1113. SHAREHOLDERS’ EQUITY

Authorized shares

As of December 31, ~~2023~~2024, the authorized share capital of the Company consisted of 1,000,000,000 shares of common stock with $0.0001 par value (December 31, ~~2022~~2023: ~~100~~1,000,000,000 shares of common stock), and 20,000,000 shares of preferred stock also with $0.0001 par value (December 31, ~~2022~~2023: 20,000,000 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 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.

~~As of December 31, 2023 and 2022, the Company has a total of 2,500,000 shares of warrants.~~F-16

~~F-14~~As of December 31, 2024, no warrants have been exercised.

LUDUSON G INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Issued and outstanding shares

On January 2, 2020, the Company declared and paid a dividend of $184,919 to its shareholders.

On May 8, 2020, the Company executed a Share Exchange Agreement (“the “Share Exchange Agreement”) with Luduson Holding Company Limited, a limited company organized under the laws of the British Virgin Islands (“LHCL”), and the shareholders of LHCL. Pursuant to the Share Exchange Agreement, the Company agreed to purchase Ten Thousand (10,000) ordinary shares representing 100% of the issued and outstanding ordinary shares of the LHCL (the “LHCL Shares”). As consideration, the Company agreed to issue to the shareholders of LHCL Ten Million (10,000,000) shares of its common stock, at a value of US$0.10 per share, for an aggregate value of US$1,000,000. The Company consummated the acquisition of LHCL on May 22, 2020.

On May 8, 2020, the Company and its shareholders executed a Share Exchange Agreement (“the “Share Exchange Agreement”) with Baji Custom Design Inc., a limited company organized under the laws of the State of Delaware (“BJCD”). Pursuant to the Share Exchange Agreement, the Company agreed to sell its aggregate of 10,000 ordinary shares representing 100% of the issued and outstanding ordinary shares of the Company. As consideration, the Company’s Shareholders were received 10,000,000 shares of BJCD’s common stock, at a value of $0.10 per share, for an aggregate value of $1,000,000 (the “Shares”). The parties are entitled to terminate the Share Exchange Agreement if closing has not occurred on or prior to August 1, 2020. The consummation of the transactions contemplated in the Share Exchange Agreement is subject to normal and customary conditions precedent including, without limitation, satisfactory due diligence of the Company by BJCD.

On September 9, 2020, the Company issued 2,500,000 shares of its common stock to five individuals of consultants and service providers for the IT programming and marketing services rendered to the Company, at the fair value of $0.13 per shares, totally $325,000.

In September 2021, the Company issued 100,000 restricted shares of its common stock to Williamsburg as Initial Commitment Shares which is treated as debt discount and it will be amortized to interest expense over the expected term of the debt.

On May 30, 2023, the Company approved an issuance of 47,000,000 common shares to Siu Chung Cheung and recipients (“CHEUNG el.”) in regard to an outstanding debt of $4,700. The shares were issued on July 12 and 13, 2023, respectively.

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 December 31, ~~2023~~2024, ~~the~~563,466,410 ~~Company~~common ~~has~~shares were aissued ~~total of~~and outstanding (December 31, 2023: 503,466,410 common shares ofissued ~~its~~and outstanding), and 2,500,000 warrants to acquire common shares ~~stock~~were issued and ~~outstanding~~exercisable (December 31, ~~2022~~2023: ~~348~~2,~~210~~500,000 ~~common shares issued and outstanding~~warrants).

According to RTO accounting, the financial statement presentation has been presented as if the merger had taken place on January 1, 2022. Therefore, the fully diluted shares as of December 31, 2022 is presented as 348,210,000 shares.

F-1517

~~LUDUSON~~14. GINCOME ~~INC.~~TAX

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

12. INCOME TAX

The provision for income taxes as shown in the accompanying consolidated statements of operations consists of the following:

Schedule of consolidated statements of operations
		Years ended December 31,
		2023		2022
		2024		2023
Current:
Domestic	$	–	$	–
Foreign		–		–
Deferred:
Domestic		–		–
Foreign		–		–
Provision for income taxes	$	–	$	–

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America, Malaysia, Hong Kong, and other parts of Asia, that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

LDSN is registered in the State of Delaware and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in May 2020.

As of December 31, ~~2023~~2024, the operations in the United States of America incurred nil cumulative net operating income which can be carried forward to offset future taxable income. Any net operating loss carry forwards begin to expire in 2038, if unutilized.

ASC 740, Accounting for Income Taxes, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

BVI

Under the current BVI law, the Company is not subject to tax on income.

F-1618

LUDUSON G INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Malaysia

The income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations, and practices. The principal legislation that governs a person’s income tax in Malaysia is the Income Tax Act 1967 (the “ITA”). The regulatory body implementing and enforcing the ITA is the Inland Revenue Board of Malaysia. Pursuant to Section 3 of the ITA, income tax shall be charged for each year of assessment upon the income of any person accruing in or derived from Malaysia or received in Malaysia from outside Malaysia.

Under the ITA, enterprises incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays, and tax exemptions may be granted on a case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of MYR2,500,000 or less, and gross income of not more than MYR50 million) is 17% for the first MYR600,000 (or approximately $150,000), with the remaining balance being taxed at the 24% rate.

As of December 31, ~~2023~~2024, the operations in the Malaysia incurred nil 0 cumulative net operating income which can be carried forward to offset future taxable income. Any net operating loss carry forwards begin to expire in 2038, if unutilized.

1315. NET ~~LOSS~~INCOME PER SHARE

Basic net ~~loss~~income per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, ~~2023~~2024 and ~~2022~~2023:

Schedule of computation of net income per share
	Years ended December 31,
	2023			2022
	2024			2023
Net loss attributable to common shareholders	$	(303,197	)	$	(14,039,308	)
Net income/ (loss) attributable to common shareholders	$	12,421,396		$	(303,197	)
Weighted average common shares outstanding – Basic and diluted		~~416~~563,~~663~~466,~~107~~410			~~348~~416,~~210~~663,~~000~~107
Net loss per share – Basic and diluted	$	(0.00	)	$	(0.04	)
Net income/ (loss) per share – Basic and diluted	$	0.02		$	(0.00	)

1416. PENSION COSTS

The Company is required to make contribution under a defined contribution pension scheme for all of its eligible employees in Hong Kong. The Company is required to contribute a specified percentage of the participants' relevant income based on their ages and wages level. The total contributions made were $0 and $0 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

1517. RELATED PARTY TRANSACTIONS

The Company, after the RTO with Glamourous Group Holding Limited (UK), merged and replaced Glamourous Group Holding Limited (UK) with two Hong Kong entities, Glamourous Holdings International Company Limited and Glamourous Holdings Company Limited (HK) (the “Wholly-owned Subsidiaries”), from Ho Chi WAN, the Company's majority shareholder, Non-Executive Chairman and Director at a nominal value of $1.00 to execute the Company's main operations in Hong Kong. Both Wholly-owned Subsidiaries were of stockholder deficit when acquired by the Company. The excess of the amount paid by the Company for the acquisition of both over the net liabilities is recognized as goodwill. The Company’s Management determines that the Wholly-owned Subsidiaries are operational and are significant for the Company to carry out its operations that are mainly based in Hong Kong. Therefore, no impairment for the goodwill recognized from the abovementioned acquisition. As of December 31, 2024, the Company has no related party transactions

F-1719

~~LUDUSON~~18. GCONCENTRATIONS ~~INC.~~OF RISK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

16. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)	Economic and political risk

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

(b)	Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

1719. COMMITMENTS AND CONTINGENCIES

As of December 31, ~~2023~~2024, the Company has no material commitments or contingencies.

~~On August~~ 20, 2021, the Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company (“Investor”), pursuant to which the Investor agreed to invest up to Thirty Million Dollars ($30,000,000) over a 36-month period in accordance with the terms and conditions of that certain Equity Purchase Agreement, dated as of August 20, 2021, by and between the Company and the Investor (the “Equity Purchase Agreement”). ~~During~~SUBSEQUENT the term, the Company shall be entitled to put to the Investor, and the Investor shall be obligated to purchase, such number of shares of the Company’s common stock and at such price as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other reputable source). In connection with the Equity Purchase Agreement, the parties also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to register with the SEC the common stock issuable under the Equity Purchase Agreement, among other securities. The Company agreed to use its best efforts to file such registration statement with the SEC by November 30, 2021 and Form S-1 became effective on June 29, 2022.EVENTS

~~18.~~In ~~SUBSEQUENT~~accordance ~~EVENTS~~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 consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024, up through the date the Company issued the unaudited consolidated financial statements.

InOther ~~accordance~~than ~~with~~the ~~ASC~~new ~~Topic~~appointment ~~855, “Subsequent Events”, which establishes general standards~~ of ~~accounting~~Pengsheng ~~for and disclosure of events that occur after the balance sheet date~~Certified ~~but~~Public ~~before~~Accountants ~~consolidated~~on ~~financial~~February ~~statements are issued~~10, ~~the Company has evaluated all events or transactions that occurred after December 31~~2025, ~~2023, up through~~ the ~~date the~~ Company ~~issued the audited consolidated financial statements. The Company~~ determined that there are no further events to disclose.

F-1820

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer and our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) there continue 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 effective as of December 31, 2023.

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.

Management's Annual Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. During our assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2023~~2024, management identified significant deficiencies related to (i) the U.S. GAAP expertise of our internal accounting staff and chief financial officer, (ii) our internal audit functions and (iii) a lack of segregation of duties within accounting functions. Although management believes that these deficiencies do not amount to a material weakness, our internal controls over financial reporting were not effective at December 31, ~~2023~~2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.

~~In light of these material weaknesses, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended December~~ 31, 2023 included in this Annual Report on Form 10-K were fairly stated in accordance with the U.S. GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the year ended December 31, 2023 are fairly stated, in all material respects, in accordance with the U.S. GAAP.

In light of these material weaknesses, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended December 31, 2024 included in this Annual Report on Form 10-K were fairly stated in accordance with the U.S. GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the year ended December 31, 2024 are fairly stated, in all material respects, in accordance with the U.S. GAAP.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

During the ~~quarter~~year ended December 31, ~~2023~~ 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

None.

4232

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Name	Age		Positions
Man Fai CHENG		5657	Chief Executive Officer, Director
Eng Wah KUNG		6263	Chief Financial Officer, Secretary, Director
Lap Yan CHEUNG		5556	Chief Operating Officer, Director
Ho Chi WAN		4445	Non-Executive Chairman, Director

Biographies

Set forth below are brief accounts of the business experience during the past five years of each director, executive officer and significant employee of the Company.

Man Fai CHENG, age 5657, joined us as our Chief Executive Officer and Director on May 25, 2023. He holds a Bachelor of Social Science degree from the University of Hong Kong. Mr. Fai is a film director, screenwriter and actor. He entered the Hong Kong film industry in 1995 as a scriptwriter and assistant director in the film “Ten Brothers”. After that, he was involved as a scriptwriter, assistant director and actor in several Stephen Chow movies, including “The King of Comedy”, “The Lucky Guys” and “The God of Cookery”. In 2020, he started to become a film director. His directed movies include “Dragon Battle”, “Swimsuit Queen” and “People Eater”~~, which will be released in 2023 and 2024~~.

Eng Wah KUNG, age 6263, joined us as our Chief Financial Officer, Secretary and Director on May 25, 2023. He holds a First Class Diploma in Hotel Management from Les Roches, Switzerland. He was the General Manager with Hic Inn, Cambodia prior to joining the Company. Mr. Kung has been a general manager for several Southeast Asian hotel operations companies since year 2003, including Nha Trang Lodge, Vietnam and NCL Cambodia Pte Ltd. He has over 33 years in the senior general management position in the Meetings/Incentives/Convention/Exhibition industry. He is responsible for over-seeing the future MICE operations of the Company using his extensive skills, knowledge and experience. In fact, Mr. Kung has established good working relationships with the central governments and local authorities of Cambodia, Vietnam and Malaysia.

Lap Yan CHEUNG, age 5556, joined us as our Chief Operating Officer and Director on May 25, 2023. Mr. ~~Cheunghas~~Cheung has over 32 years of experience in the game industry. In addition to the development of video and PC games, he is also experienced in the marketing, promotion and monetization of mobile and social games. He was the pixel character designer of the world-famous Tamagotchi. He collaborated with Japanese game publisher ~~CAPCOM~~ CAPCOM and mobile phone designer Nokia to release “Street Fighter WAP” game. In 2014, he continued to expand the value of game markets, as he took the mission of promoting e-sports in Southeast Asia as the Vice President of Asia-Pacific E-Sports Association on December 1, 2016.

Ho Chi WAN, aged 44, joined us as our Non-Executive Chairman and Director on May 25, 2023. Ms. Wan has about 20 years of experience in the entertainment industry. She built herself a strong connection with Hong Kong and Mainland artists, media companies, iconic movie directors and scriptwriters of the Hong Kong movie Golden Era, to the latest high-on-demand Mainland short movies, variety shows to beauty pageant organizers. Ms. Wan was awarded numerous distributorships in the past, including a few of the popular Chinese platforms, such as Bigolive - a live streaming platform and social networking app that allows users to broadcast and view live videos, similar to Tiktok, popular among youngsters of the Chinese community. All her connections and renewable distributorships will be put in the Group upcoming.33

Ho Chi WAN, aged 45, joined us as our Non-Executive Chairman and Director on May 25, 2023. Ms. Wan has about 20 years of experience in the entertainment industry. She built herself a strong connection with Hong Kong and Mainland artists, media companies, iconic movie directors and scriptwriters of the Hong Kong movie Golden Era, to the latest high-on-demand Mainland short movies, variety shows to beauty pageant organizers. Ms. Wan was awarded numerous distributorships in the past, including a few of the popular Chinese platforms, such as Bigolive - a live streaming platform and social networking app that allows users to broadcast and view live videos, similar to Tiktok, popular among youngsters of the Chinese community. All her connections and renewable distributorships will be put in the Group upcoming.

Family Relationships.

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

No executive officer or director has been involved in the last ten years in any of the following:

· Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; · Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); · Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; · Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; · Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or · Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

· Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

· Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

· Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

· Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

· Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees and Audit Committee Financial Expert

We do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors performs the functions of audit, nominating and compensation committees. As of the date of this report, no member of our board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. We hope to attract a director who qualifies as an “audit committee financial expert” as our business operations mature.

Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors.

There have not been any material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors since December 31, ~~2023~~2024.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer principal accounting officer or controller in light of our Company’s current stage of development. We expect to adopt a code of ethics in the near future.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation Philosophy and Objectives

Currently, our executive directors and officers do not receive compensation for services provided in such capacities. We anticipate providing cash compensation for services in the future to our executive officers and directors. We expect to establish an incentive compensation plan as our company matures. We expect that our executive compensation philosophy will be to create a long-term direct relationship between pay and our performance. Our executive compensation program will be designed to provide a balanced total compensation package over the executive’s career with us. The compensation program objectives will be to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. We expect the compensation package of our named executive officers to consist of the following main elements:

base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations;

incentive compensation consisting of stock options, restricted stock and the like; and

discretionary bonus awards payable in cash and or securities of the Company tied to the satisfaction of corporate objectives.

Process for Setting Executive Compensation

As we do not have Compensation Committee, our Board will be responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. The Board will annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s compensation. The Board may award discretionary bonuses to each of the named executives, and reviews and approves the process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, the Board will review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers.

We expect our Chief Executive Officer to periodically provide the Board with an evaluation of each named executive officer’s performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board will provide an evaluation for the Chief Executive Officer. These evaluations will serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives.

Our Compensation Peer Group

We expect to engage in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels.

Program Components

We expect our executive compensation program to consist of the following elements:

Base Salary

Our base salary structure will be designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. The base salary for each named executive officer will reflect our past and current operating profits, the named executive officer’s individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board will consider all of these factors, though it will not assign specific weights to any factor. The Board will generally review the base salary for each named executive officer on an annual basis. For each of our named executive officers, we expect to review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

Discretionary Bonus

The objectives of our bonus awards will be to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success.

Each of our named executive officers will be eligible for consideration for a discretionary cash bonus. The Chief Executive Officer will make recommendations regarding bonus awards for the named executive officers and the Board provides the bonus recommendation for the Chief Executive Officer. However, the Board/Compensation Committee will have sole and final authority and discretion in designating to whom awards are made, the size of the award, if any, and its terms and conditions. The bonus recommendation for each of the named executive officers depends on a number of factors, including (i) the performance of the Company for the year, (ii) the satisfaction of certain individual and corporate performance measures, and (iii) other factors which the Board may deem relevant. The Company did not award any cash bonuses during fiscal year ~~2023~~2024.

Stock Holdings

The Board recognizes the importance of having a portion of the named executive officers’ compensation be paid in the form of equity, to help align the executives’ interests with the interests of the Company’s shareholders. Initially, we expect the Board to emphasize the cash-based portion of our compensation program over a stock program because it believes the discretionary nature of the cash-based compensation gives it the needed flexibility to factor in and reward the attainment of longer-term goals for the Company and the executives, as the Board deems appropriate.

We have not timed nor do we plan to time our release of material non-public information for the purpose of affecting the value of executive compensation.

Summary Compensation Table

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023 to (i) our Chief Executive Officer (principal executive officer), (ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers on December 31, ~~2023~~2024, whose total compensation was in excess of $100,000, and (iii) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on December 31, ~~2023~~2024.

Name and Principal Position	Fiscal Year		Salary ($)		~~Salary ($)~~		Bonus ($)		~~Bonus ($)~~		Equity Awards ($)		~~Equity Awards ($)~~		All Other Compen- sation ($)		~~All Other Compen- sation ($)~~		Total ($)		~~Total ($)~~
Man Fai CHENG (1)	2024	~~2023~~		0		0		0		0		0		0		0		0		0		0
(Chief Executive Officer and Director)	2023	~~2022~~		0		0		0		0		0		0		0		0		0		0
Eng Wah KUNG (2)	2024	~~2023~~		0		0		0		0		0		0		0		0		0		0
(Chief Financial Officer, Secretary and Director)	2023	~~2022~~		0		0		0		0		0		0		0		0		0		0
Lap Yan CHEUNG (3)	2024			0				0				0				0				0
(Chief Operating Officer and Director)	2023			0				0				0				0				0

_______________

(1)	Man Fai CHENG has served as our Chief Executive Officer and Director since May 25, 2023.
(2)	Eng Wah KUNG has served as our Chief Financial Officer, Secretary and Director since May 25, 2023.
(3)	Lap Yan CHEUNG has served as our Chief Operating Officer and Director since May 25, 2023.

Narrative disclosure to Summary Compensation

Our executive officers are not parties to employment agreements with the Company. As the Company matures, we expect to enter into compensation arrangements in the near future.

Other than set out above and below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We expect to establish one or more incentive compensation plans in the future. Our directors and executive officers may receive securities of the Company as incentive compensation at the discretion of our board of directors in the future. We do not have any material bonus or profit -sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

Equity Awards

There are no unvested options, warrants or convertible securities outstanding.

At no time during the last fiscal year with respect to any of any of our executive officers was there:

	·	any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;
	·	any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
	·	any option or equity grant;
	·	any non-equity incentive plan award made to a named executive officer;
	·	any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
	·	any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Compensation of Directors

During our fiscal year ended December 31, ~~2023~~2024, we did not provide compensation to any of our employee directors for serving as our director. We currently have no formal plan for compensating our directors for their services in their capacity as directors, although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Compensation Risk Management

Our Board of directors and human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:

· the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and · effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

· effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

Compensation Committee Interlocks and Insider Participation

We have not yet established a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the fiscal year ended December 31, ~~2023~~2024, none of our executive officers has served: (i) on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the company.

4738

Compensation Committee Report

Our board of directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Report on Form 10-K and irrespective of any general incorporation language in such filing.

Submitted by the board of directors:

Man Fai CHENG

Eng Wah KUNG

Lap Yan CHEUNG

Ho Chi WAN

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of ~~February~~December 431, 2024 by: (i) each ~~person~~ person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Name of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership(1)	Percent of Class
Officers and Directors
Man Fai CHENG (3)	20,000,000	3.9755%
Ho Chi WAN (4)	290,000,000	57.60%
Lap Yan CHEUNG (4)	55,000,000	9.76%
All executive officers and directors as a group (2 persons)	310,000,000	61.57%
Ho Chi WAN (5)	290,000,000	51.47%
All executive officers and directors as a group (3 persons)	365,000,000	64.78%
Shareholders Holding In Excess of 5%
Wai Yiu CHAN	40,000,000	7.94%
nil

(1)	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of February 4, 2024. Applicable percentage ownership is based on 503,466,410 shares of common stock outstanding as of February 4, 2024, and any shares that such person or persons has the right to acquire within 60 days of February 4, 2024, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
(2)	Unless otherwise noted, the business address of each beneficial owner listed is 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
(3)	Man Fai CHENG was appointed to serve as our Chief Executive Officer and Director effective May 25, 2023.
(4)	Ho Chi WAN was appointed to serve as our Non-Executive Chairman and Director effective May 25, 2023.

(1)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of December 31, 2024. Applicable percentage ownership is based on 563,466,410 shares of common stock outstanding as of December 31, 2024, and any shares that such person or persons has the right to acquire within 60 days of December 31, 2024, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

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(2)	Unless otherwise noted, the business address of each beneficial owner listed is 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
(3)	Man Fai CHENG was appointed to serve as our Chief Executive Officer and Director effective May 25, 2023.
(4)	Lap Yan CHEUNG was appointed to serve as our Chief Operation Officer and Director effective May 25, 2023.
(5)	Ho Chi WAN was appointed to serve as our Non-Executive Chairman and Director effective May 25, 2023.

Other than as disclosed below, there are no transactions during our two most recent fiscal years ended December 31, ~~2023~~2024, and December 31, ~~2022~~2023, or any currently proposed transaction, in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company’s total assets at year end for our last two completed years, and in which any of our directors, officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

We have not adopted policies or procedures for approval of related person transactions but review them on a case-by-case basis. We believe that all related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

Director Independence

Our board of directors currently consists of Man Fai CHENG, our CEO, Eng Wah KUNG, our CFO, Lap Yan CHEUNG, our COO, and Ho Chi WAN, our Non-Executive Chairman. Our directors do not qualify as an independent director under the published listing requirements of the NASDAQ Stock Market or the NYSE because they are executive officers of the Company. As of the date hereof, we have not adopted a standard of independence nor do we have a policy with respect to independence requirements for our board members or that a majority of our board be comprised of “independent directors.”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

~~J&S~~Our ~~Associate~~board ~~(“JS”)~~of directors does ~~audited~~not have an audit committee. The functions customarily delegated to an audit committee are performed by our ~~financial~~full ~~statements~~board ~~for~~of ~~the~~directors. ~~fiscal~~Our board ~~years~~of ~~ended~~directors ~~December~~approves 31in advance, ~~2023~~all services performed by JS, but have not adopted pre-approval policies or procedures. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence, and ~~2022~~has approved such services.

All audit work was performed by the full time employees of JS for the above mentioned fiscal years. Our board of directors does not have an audit committee. The functions customarily delegated to an audit committee are performed by our full board of directors. Our board of directors approves in advance, all services performed by JS, but have not adopted pre-approval policies or procedures. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence, and has approved such services.

The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Audit fees	$	~~60,000~~–	$	~~43,000~~–
Audit related fees		–		–
Tax fees		–		–
All other fees		–		–60,000
Total	$	~~60,000~~–	$	4360,000

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:

(1)	Financial Statements

Financial Statements are included in Part II, Item 8 of this report.

(2)	Financial Statement Schedules

No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the financial statements or notes thereto.

(3)

Exhibits

Exhibit Number

Description

21	List of Subsidiaries*
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 to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 *
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 *

_______________________

Filed Herewith.

ITEM 16. FORM 10-K SUMMARY.

None.

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SIGNATURES

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.

March 28, 2024	LUDUSON G INC.
April 2, 2025	LUDUSON G INC.
	By:	/s/ Man Fai CHENG
		Man Fai CHENG
		Chief Executive Officer

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Filing Compare · Aphoenity International Holdings Inc.