What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-05-08 · 194 added, 156 removed, 394 unchanged (47% of the section changed)

3 unchanged sentences

AND SUBSIDIARIES

SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and September 30, 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended March 31, 2024 (Unaudited)

Consolidated Statements of Changes in Shareholders’ Deficit for the Six Months Ended March 31, 2024 (Unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2024 (Unaudited)

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and September 30, 2023

Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended June 30, 2024 (Unaudited)

Consolidated Statements of Changes in Shareholders’ Deficit for the Nine Months Ended June 30, 2024 (Unaudited)

Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2024 (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

5 unchanged sentences

Current Assets:

Receivable from payment collection service institution

Other receivables

7 unchanged sentences

Other payables

Income tax payable

Operating lease liabilities, current

3 unchanged sentences

Preferred stock;

$ 0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at March 31, 2024 and September 30, 2023

$ 0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2024 and September 30, 2023

Common stock;

$ 0.001 par value, 150,000,000 shares authorized;

60,000,000 shares issued and outstanding at March 31, 2024 and September 30, 2023

60,000,000 shares issued and outstanding at June 30, 2024 and September 30, 2023

Additional paid-in capital

2 unchanged sentences

Accumulated other comprehensive loss

Total stockholders’ deficit

Total stockholders’ equity (deficit)

Total liabilities and equity

6 unchanged sentences

Selling, general and administrative expenses

Loss from operations

Income from operations

Other income (expense)

Loss before provision for income taxes

Income before provision for income taxes

Provision for income taxes

Comprehensive loss:

Comprehensive income:

Foreign currency translation adjustment

Comprehensive loss

Basic and diluted loss per share

Comprehensive income

Basic and diluted eaming per share

Weighted average number of shares outstanding

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY/(DEFICIT)

(UNAUDITED) (EXPRESSED IN US DOLLARS, EXCEPT

Comprehensive

Stockholders’

Comprehensive

Balance at September 30, 2023

5 unchanged sentences

$ ( 117,904 )

Foreign currency translation adjustment

Balance at June 30, 2024

The accompanying notes

4 unchanged sentences

(UNAUDITED) (EXPRESSED IN US DOLLARS)

Six Months Ended

Nine Months Ended

Cash Flows from Operating Activities

4 unchanged sentences

Changes in operating assets and liabilities:

Receivable from payment collection service institution

Other receivable

1 unchanged sentence

Lease payment

Income tax payable

Other payables

21 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Maitong Sunshine Cultural Development Co., Limited (“MTSS”,

Maitong Sunshine Cultural Development Co., Limited (“MGSD”,

together as a group with its subsidiaries referred to as “Maitong Sunshine”, “Company”, “us” or “we”)

was incorporated in the State of Nevada on October 26, 2023.

MTSS through its operating subsidiary, which has headquarters in Beijing,

MGSD through its operating subsidiary, which has headquarters in Beijing,

China, provides cultural tourism (include Education Tours and Family Tours), and plans to market arts expositions and Chinese cultural

1 unchanged sentence

The Company currently has 11 full-time employees.

MTSS’s subsidiaries are:

Maitong Sunshine Cultural Development Co., Limited (Samoa) (“MTSS Samoa”), was established on September 7, 2023 under the laws of Samoa.

On November 27, 2023, MTSS issued 60,000,000 shares of its common stock to the original shareholders of MTSS Samoa, in exchange for 100 % of the outstanding shares of MTSS Samoa (the “Share Exchange”).

Maitong Sunshine Cultural Development Co., Limited (Hong Kong) (“MTSS HK”), was established on September 13, 2023 under the laws of Hong Kong.

MTSS Samoa holds a 100 % interest in MTSS HK.

MGSD’s subsidiaries includes:

Maitong Sunshine Cultural Development Co., Limited (Samoa) (“MGSD Samoa”), initially named as Oriental Culture Development Co., Limited, was established on September 7, 2023 under the laws of Samoa.

On November 27, 2023, MGSD issued 60,000,000 shares of its common stock to the original shareholders of MGSD Samoa, in exchange for 100 % of the outstanding shares of MGSD Samoa (the “Share Exchange”).

Maitong Sunshine Cultural Development Co., Limited (Hong Kong) (“MGSD HK”), initially named as Oriental Culture Development Co., Limited, was established on September 13, 2023 under the laws of Hong Kong.

MGSD Samoa holds a 100 % interest in MGSD HK.

Beijing Tongzhilian Cultural Development Co., Limited ( “Tongzhilian”) is a privately held Limited Company that was approved on September 13, 2023 and registered on October 11, 2023 in Beijing, China.

MTSS HK holds a 100 % interest in Tongzhilian.

MGSD HK holds a 100 % interest in Tongzhilian.

The transactions summarized above are treated in our financial statements

5 unchanged sentences

included in the Company’s financial statements for all periods.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going concern

Management has determined there is substantial doubt about the Company’s

ability to continue as a going concern as a result of lack of significant revenues and recurring losses.

If the Company is unable to generate

significant revenue or secure additional financing, it may be required to cease or curtail its operations.

The accompanying consolidated

financial statements do not include adjustments that might result from the outcome of this uncertainty.

The Company’s operations have been financed primarily by advances

and loans from related parties.

Huang Fang, the President, CEO, chairwoman of the board and a shareholder of the Company, will provide

support in the future if needed.

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

3 unchanged sentences

Principles of consolidation

The consolidated financial statements include the accounts of MTSS

The consolidated financial statements include the accounts of MGSD

and its subsidiaries.

2 unchanged sentences

include 100 % of assets, liabilities, and net income or loss of these subsidiaries.

MTSS’s subsidiaries as of March 31, 2024 are listed as follows:

Incorporation

Attributable equity

Maitong Sunshine Cultural Development Co., Limited

Beijing Tongzhilian Cultural Development Co., Ltd

MGSD’s subsidiaries as of June 30, 2024 are listed as follows:

Name Place of

Incorporation Attributable equity

interest % Authorized

Maitong Sunshine Cultural Development Co., Limited Samoa 100 USD

Maitong Sunshine Cultural Development Co., Limited Hong Kong 100 HKD

Beijing Tongzhilian Cultural Development Co., Ltd China 100 RMB

Use of estimates

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functional currency of the Company is the Chinese Renminbi (“RMB’).

The functional currency of MTSS HK is the Hong Kong Dollar

and the functional currency of MTSS Samoa and MTSS is the United States dollar (“US Dollars” or “$”).

The functional currency of MGSD HK is the Hong Kong Dollar

and the functional currency of MGSD Samoa and MGSD is the United States dollar (“US Dollars” or “$”).

The reporting

currency of these consolidated financial statements is in US Dollars.

The financial statements of MTSS’s subsidiaries, which are prepared

The financial statements of MGSD’s subsidiaries, which are prepared

using the RMB, are translated into the Company’s reporting currency, the US Dollar.

5 unchanged sentences

the translation are recorded as a separate component of accumulated other comprehensive income or expense.

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 transactions.

Foreign currency exchange gains and losses resulting from these transactions are included in operations.

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

AND SUBSIDIARIES

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 transactions.

Foreign currency exchange

gains and losses resulting from these transactions are included in operations.

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The exchange rates used for foreign currency translation are as follows:

Assets and liabilities

period end exchange rate

7.2221 / 7.8253

Revenue and expenses

period weighted average

Three Months Ended June 30, Nine Months Ended June 30, As of

September 30,

2024 2024 2023

(USD to RMB/ USD to HKD) (USD to RMB/ USD to HKD)

Assets and liabilities period end exchange rate 7.2675/7.8081 7.2675/7.8081 7.2952/7.8315

Revenue and expenses period weighted average 7.2407/7.8175 7.2020/7.8172

Concentration of credit risk

12 unchanged sentences

The Company has a diversified customer base.

majority of sales are cash receipt in advance.

For those credit sales, the Company routinely assesses the financial strength of its customers

and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence,

believes that its accounts receivable credit risk exposure beyond such allowance is limited.

six months ended March 31, 2024, the Company had 4 major customers that accounted for over 10% of its total revenue.

Six Months Ended

The majority of sales

are cash receipt in advance.

For those credit sales, the Company routinely assesses the financial strength of its customers and, based

upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes

that its accounts receivable credit risk exposure beyond such allowance is limited.

For the nine months ended June

30, 2024, the Company had 3 major customers that each accounted for over 10% of its total revenue.

Nine Months Ended

Percentage of

three months ended June 30, 2024, the Company had 2 major customers that each accounted for over 10% of its total revenue.

Three Months Ended

Percentage of

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

For the six months ended March

31, 2024, the Company had 1 major supplier that accounted for over 10% of its total cost of revenue.

Six Months Ended

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS

IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For the nine months ended June

30, 2024, the Company had 2 major suppliers that each accounted for over 10% of its total cost of revenue.

Nine Months Ended

Percentage of

For the three months ended June

30, 2024, the Company had 1 major supplier that each accounted for over 10% of its total cost of revenue.

Three Months Ended

Percentage of

Fair value measurements

26 unchanged sentences

There were no transfers between level 1, level 2 or level 3 measurements

for the six months ended March 31, 2024.

during the nine months ended June 30, 2024.

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

Financial assets and liabilities of the Company primarily comprise

of accrued expenses, other payables and due to related parties.

As of March 31, 2024, the carrying values of these financial instruments

approximated their fair values due to the short-term maturity of these instruments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial assets and liabilities of the Company are primarily comprised

of cash, prepayments, other receivables, accrued expenses, other payables and due to related parties.

As of June 30, 2024, the carrying

values of these financial instruments approximated their fair values due to the short-term maturity of these instruments.

Segment information and geographic data

3 unchanged sentences

China (“PRC”).

All assets of the Company are located in the PRC.

Most assets of the Company are located in the PRC.

Revenue recognition

6 unchanged sentences

(4) allocate the transaction price to each performance obligation in the contract;

and (5) recognize revenue when each performance obligation

and (5) recognize revenue as each performance obligation

is satisfied.

4 unchanged sentences

The Company provides cultural tourism services and small-scale training

The Company’s policy is to recognize revenue at that time the services have been sold and the risk of loss has been transferred

to the customer.

Accordingly, revenue is recognized at the point in time when the service is provided.

The Company’s policy is to recognize revenue at that time the services have been performed.

Cost of service revenue consists primarily of the purchase cost, staff

cost and other cost to fulfill a contract with a customer.

The Company follows FASB ASC Section 740, Income

Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that

have been included in the financial statements or tax returns.

Under this method, deferred income taxes are recognized for the tax consequences

in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end

based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740-10-30 requires income tax positions to

meet a more-likely-than-not recognition threshold to be recognized in the financial statements.

Under ASC 740-10-30, tax positions that

previously failed to meet the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in

which that threshold is met.

The Company follows FASB ASC Section 740, Income Taxes , which

requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included

in the financial statements or tax returns.

Under this method, deferred income taxes are recognized for the tax consequences in future

years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on

enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740-10-30 requires income tax positions to meet a more-likely-than-not

recognition threshold to be recognized in the financial statements.

Under ASC 740-10-30, tax positions that previously failed to meet

the more-likely-than-not threshold should be recognized in the first subsequent financial reporting period in which that threshold is

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The application of tax laws and regulations is subject to legal and

44 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

At March 31, 2024, prepayments consisted of:

At June 30, 2024, prepayments consisted of:

September 30,

2 unchanged sentences

OTHER RECEIVABLES

At March 31, 2024 and September 30, 2023, other receivables consisted

At June 30, 2024 and September 30, 2023, other receivables consisted

September 30,

Collected money on behalf of the company by employee

Shanghai Ctrip International Travel Agency Co., Ltd

Total other receivables

3 unchanged sentences

On September 7, 2023 our shareholders purchased the authorized shares

of MTSS-Samoa for $ 60,000 .

Our CEO, Huang Fang, funded the purchase by giving MTSS-Samoa her personal promissory note in the amount of

of MGSD-Samoa for $ 60,000 .

Our CEO, Huang Fang, funded the purchase by giving MGSD-Samoa her personal promissory note in the amount of

As of September 30, 2023, the Company had a capital stock subscription receivable of $ 60,000 due from Huang Fang.

31, 2024, Ms.

nine months period ended June 30, 2024, Ms.

Huang had made payments to satisfy the $ 60,000 note payable to Maitong-Samoa.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

RECEIVABLE FROM PAYMENT COLLECTION

SERVICE INSTIUTION

Receivable from payment collection service institution

consists of the following:

September 30,

UnionPay Business Co., Ltd.

Beijing Branch

As of June 30, 2024 the receivable from payment

collection service institution amount to $ 18,202 .

TO RELATED PARTIES

2 unchanged sentences

September 30,

Interest-free loan and payment of company expenses on behalf:

Beijing Devoter Oriental Co., Ltd.

As of March 31, 2024 and September 30, 2023, the Company had a balance

of $ 9,626 due to Beijing Devoter Oriental Co., Ltd.

As of March 31, 2024, the Company owed Huang Fang a balance of $ 93,829 ,

which represented the expenses she paid on behalf of the Company for expenses and the interest-free loan she provided to the Company.

Huang Fang is the President, CEO and Chairwoman of the Board and a

shareholder of the Company, and the CEO and controlling shareholder of Beijing Devoter Oriental Co., Ltd.

Unpaid service fee:

Devoter (Beijing) Technology Co., Ltd

As of June 30, 2024 and September 30, 2023, the Company had a balance

of $ 9,626 and $ 9,626 due to Beijing Devoter Oriental Co., Ltd, which represented expenses paid on behalf of the Company.

As of June 30, 2024, the Company owed Huang Fang a balance of $ 165,398 ,

which represented expenses paid on behalf of the Company and the interest-free loan she provided to the Company.

As of June 30, 2024, the Company had a balance of $ 20 due to Devoter

(Beijing) Technology Co., Ltd, which represented unpaid service charges to Devoter (Beijing) Technology Co., Ltd.

Huang Fang is the President, CEO, Chairwoman of the Board and a major

shareholder of the Company.

She is also the CEO and controlling shareholder of Beijing Devoter Oriental Co., Ltd, and Beijing Devoter

Oriental Co., Ltd owns 85 % of the registered equity of Devoter (Beijing) Technology Co., Ltd.

ACCRUED EXPENSES

At March 31, 2024 and September 30, 2023, accrued expenses consisted

At June 30, 2024 and September 30, 2023, accrued expenses consisted

September 30,

Professional service fee payable

Payroll payable

Social security payable

Vstock Transfer

Total accrued expenses

As of March 31, 2024 and September 30, 2023, the Company recorded payable

to auditor of $ 3,000 and $ 30,000 for services in connection with the Company’s registration as a public reporting company in the

United States.

As of March 31, 2024 and September 30, 2023, the Company recorded payroll

As of June 30, 2024 and September 30, 2023, the Company recorded payables

to its auditor of $ 4,000 and $ 30,000 for services in connection with the Company in the United States.

As of June 30, 2024 and September 30, 2023, the Company recorded payroll

payable of $ 9,472 and $ 790 .

As of March 31, 2024, the Company recorded social security payable

As of June 30, 2024, the Company recorded social security payable of

As of June 30, 2024, the Company recorded agency fee payable of $ 942 .

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

4 unchanged sentences

meters) under an operating lease agreement with Devoter (Beijing) Technology Co., Ltd, and is committed to make lease payments of approximately

$ 44,482 (RMB 324,506 ) for the period between September 1, 2023 to November 30, 2024.

For the six months ended March 31, 2024, the lease amortization expense

$ 44,482 (RMB 324,506 ) for the period between September 1, 2023 and November 30, 2024.

For the nine months ended June 30, 2024, the lease amortization expense

was $ 26,345 .

As of March 31, 2024, the Company has the following amounts recorded

Huang Fang is the President, CEO, Chairwoman of the Board and a major

shareholder of the Company.

She is also the CEO and controlling shareholder of Beijing Devoter Oriental Co., Ltd, and Beijing Devoter

Oriental Co., Ltd owns 85 % of the registered equity of Devoter (Beijing) Technology Co., Ltd.

Devoter (Beijing) Technology Co., Ltd is

a related party of the Tongzhilian.

As of June 30, 2024, the Company has the following amounts recorded

on the Company’s consolidated balance sheet:

4 unchanged sentences

leases are as follows:

Period Ending March 31

Period Ending June 30

imputed interest

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

United States

MTSS is subject to the U.S.

corporation tax rate of 21 %.

MTSS Samoa was incorporated in Samoa and, under the current laws of

MGSD is a Nevada corporation that is subject to U.S.

federal tax and

On December 31, 2017 the U.S.

government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs

Act (the “Tax Act”).

The Tax Act makes broad and complex changes to the U.S.

tax code, including, but not limited to, (1)

reducing the U.S.

federal corporate income tax rate from 35 percent to 21 percent;

(2) requiring companies to pay a one-time transition

tax on certain unrepatriated earnings of foreign subsidiaries;

(3) generally eliminating U.S.

federal corporate income taxes on dividends

from foreign subsidiaries;

(4) providing modification to subpart F provisions and new taxes on certain foreign earnings such as Global

Intangible Low-Taxed Income (GILTI).

Except for the one-time transition tax, most of these provisions went into effect starting January

MGSD Samoa was incorporated in Samoa and, under the current laws of

Samoa, is not subject to income tax.

MTSS HK was incorporated in Hong Kong and is subject to Hong Kong

MTSS HK is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong

MGSD HK was incorporated in Hong Kong and is subject to Hong Kong

MGSD HK is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong

The applicable statutory tax rate is 16.5 %.

1 unchanged sentence

Tongzhilian is subject to a 25 % standard enterprise income tax in the

There was $ 367 accrued for income taxes for the six months ended March 31, 2024.

A reconciliation of loss before income taxes for domestic and foreign

locations for the six months ended March 31, 2024 is as follows:

There was $ 6,029 accrued for income taxes for the nine months ended June 30, 2024.

A reconciliation before income taxes for domestic and foreign locations

for the nine months ended June 30, 2024 is as follows:

United States

Loss before income taxes

Before income taxes

The difference between the U.S.

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

INCOME TAXES (continued)

income of PRC company has been increased by $ 5,632 after excluding non-deductible expenses.

The difference between the PRC statutory income

tax rate and the PRC effective tax rate was as follows:

income of the PRC company has been increased by $ 5,617 after excluding non-deductible expenses.

The difference between the PRC statutory

income tax rate and the PRC effective tax rate was as follows:

Income tax (benefit) at PRC statutory rate

PRC valuation allowance

Tax preference

Utilization of net operating loss carry forward

Effective combined tax rate

1 unchanged sentence

to incur taxes against which such deferred tax assets may be offset.

The deferred tax would apply to MTSS in the U.S.

The deferred tax would apply to MGSD in the U.S.

and Tongzhilian

The Company incurred losses from its United States operations during

the six months ended March 31 , 2024 of approximately $ 69,242 .

The Company’s United

States operations consist solely of ownership of its foreign subsidiaries, and the losses arise from administration expenses.

management provided a 100 % valuation allowance of approximately $ 20,841 against the deferred tax assets related to the Company’s

United States operations as of March 31, 2024, because the deferred tax benefits of the net operating loss carry forwards in the United

States are not likely to be utilized.

The US valuation allowance has increased by approximately $ 14,541 for the six months ended March

the nine months ended June 30 , 2024 of $ 87,242 .

The Company’s United States operations

consist solely of ownership of its foreign subsidiaries, and the losses arise from administration expenses.

Accordingly, management provided

a 100 % valuation allowance of $ 24,621 against the deferred tax assets related to the Company’s United States operations as of June

30, 2024, because the deferred tax benefits of the net operating loss carry forwards in the United States are not likely to be utilized.

The US valuation allowance has increased by $ 18,321 for the nine months ended June 30, 2024.

The Company is subject to examination by the Internal Revenue Service

4 unchanged sentences

The year as of

September 30, 2023

December 31, 2023

Federal September 30, 2023

China December 31, 2023

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MARCH 31, 2024

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

18 unchanged sentences

The Company was not subject to any material loss contingency as of

March 31, 2024.

June 30, 2024.

BASIC AND DILUTED EARNINGS PER SHARE

7 unchanged sentences

earnings per share computations for income from continuing operations is shown as follows:

Net loss attributable to common stockholders

Net income attributable to common stockholders

Basic and diluted weighted-average number of shares outstanding

4 unchanged sentences

the consolidated financial statements were available to be issued.

All subsequent events requiring recognition as of March 31, 2024 have

All subsequent events requiring recognition as of June 30, 2024 have

been incorporated into these consolidated financial statements and there are no other subsequent events that require disclosure in accordance

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements