What changed in this filing

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Item 1. Financial Statements

2025-02-14 compared with 2024-08-13 · 200 added, 148 removed, 440 unchanged (44% of the section changed)

3 unchanged sentences

AND SUBSIDIARIES

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)

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

Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended December 31, 2024 and 2023 (Unaudited)

Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended December 31, 2024 and 2023 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2024 and 2023 (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

5 unchanged sentences

Current Assets:

Cash and cash equivalents

Receivable from payment collection service institution

3 unchanged sentences

Right-of-use assets

Liabilities and Deficit

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities:

Accounts payable

Advance from customers

Accrued expenses

4 unchanged sentences

Total current liabilities

Operating lease liabilities, less current portion

Total liabilities

Equity (Deficit):

Preferred stock;

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

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

Common stock;

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

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

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

Additional paid-in capital

Capital stock subscription receivable

Accumulated deficit

Accumulated other comprehensive loss

Retained Earnings (Accumulated deficit)

Accumulated other comprehensive income (loss)

Total stockholders’ equity (deficit)

Total liabilities and equity

Total liabilities and equity (deficit)

The accompanying notes are an integral part

3 unchanged sentences

(UNAUDITED) (EXPRESSED IN US DOLLARS)

For the Three Months Ended

Cost of revenue

20 unchanged sentences

Capital subscription received

Foreign currency translation adjustment

Balance at December 31, 2023

Foreign currency translation adjustment

Balance at March 31, 2024

$ ( 117,904 )

Foreign currency translation adjustment

Balance at June 30, 2024

currency translation adjustment

at December 31, 2023

Stockholders’

Comprehensive

Income (Loss)

Balance at September

Capital subscription received

currency translation adjustment

at December 31, 2024

The accompanying notes

are an integral part of these condensed consolidated financial statements

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

AND SUBSIDIARIES

MAITONG SUNSHINE CULTURAL DEVELOPMENT

CO., LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED) (EXPRESSED IN US DOLLARS)

Nine Months Ended

For the Three Months Ended

Cash Flows from Operating Activities

Income before provision for income taxes

Adjustments to reconcile net loss to net cash used in operating activities:

4 unchanged sentences

Receivable from payment collection service institution

Accounts payable

Customer deposits

Other receivable

3 unchanged sentences

Other payables

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash Flows from Investing Activities

19 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

3 unchanged sentences

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

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

and creative products.

MGSD through its operating subsidiary Tongzhilian, which has headquarters

in Beijing, China, has provided cultural tourism (including Education Tours and Family Tours).

During the recent fiscal quarter Tongzhilian

also initiated the sale of gift products, Chinese cultural and creative products, as well as a hotel reservation service.

MGSD plans to

market arts expositions in the future.

The Company currently has 12 full-time employees.

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.

Maitong Sunshine Cultural Development Co., Limited (Samoa) (“MGSD Samoa”), initially named 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.

Maitong Sunshine Cultural Development Co., Limited (Hong Kong) (“MGSD HK”), initially named 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.

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The transactions summarized above are treated in our financial statements

as a corporate restructuring (reorganization) of entities under common control, as each of the four entities have at all times been under

as a corporate restructuring (reorganization) of entities under common control, as each of the four entities has at all times been under

the control of Ms.

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

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

AND SUBSIDIARIES

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO.,

LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

10 unchanged sentences

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

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

Name Place of

Incorporation Attributable equity

MGSD’s subsidiaries as of December 31, 2024 and 2023 are listed

Name Place of Incorporation Attributable

interest % Authorized

1 unchanged sentence

Maitong Sunshine Cultural Development Co., Limited Hong Kong 100 HKD 10,000

Beijing Tongzhilian Cultural Development Co., Ltd China 100 RMB

Beijing Tongzhilian Cultural Development Co., Ltd China 100 HKD 1,000,000

Use of estimates

26 unchanged sentences

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

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO.,

LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Transactions denominated in currencies other than the functional currency

2 unchanged sentences

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

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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)

For the Three Months Ended

USD to HKD) (USD to RMB/

Assets and liabilities period end exchange rate 7.2985 / 7.7658 7.0798 / 7.8085

19 unchanged sentences

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

For the three months ended December

31, 2024, the company does not have a single customer that accounted for more than 10% of its total revenue.

For the three months ended

December 31, 2023, the Company had 5 major customers that each accounted for over 10% of its total revenue.

For the Three Months Ended December 31, 2024

For the Three Months Ended December 31, 2023

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

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

(UNAUDITED) (AMOUNTS

IN US DOLLARS)

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(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

For the three months ended December

31, 2024 and 2023, the Company had 1 major supplier in each year that accounted for over 10% of its total cost of revenue.

For the Three Months Ended December 31, 2024

For the Three Months Ended December 31, 2023

Cost of Revenue

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

Cost of revenue

Cost of Revenue

Percentage of

Cost of revenue

Fair value measurements

26 unchanged sentences

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

during the nine months ended June 30, 2024.

during the three months ended December 31, 2024 and 2023.

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

1 unchanged sentence

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.

of cash, receivable from payment collection service institution, prepayments, other receivables, accounts payable, advance from customers,

accrued expenses, other payables, income tax payable and due to related parties.

As of December 31, 2024 and 2023, 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

18 unchanged sentences

Service Revenue

The Company provides cultural tourism services and small-scale training

The Company provides cultural tourism services, small-scale training

services and hotel reservation services.

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

1 unchanged sentence

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

Products sales revenue

Products sales revenue mainly includes sales of cultural and creative

products and sales of gift products.

The Company’s policy is to recognize the sales when the products, ownership and risk of loss

have transferred to the purchasers, and collection of the sales proceeds, if not prepaid, is reasonably assured, all of which generally

occur when the customer receives the products.

Accordingly, revenue is recognized at the point in time when delivery is made.

Cost of product sale consists primarily of the cost of product procurement,

and other cost to fulfill a contract with a customer

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

12 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

40 unchanged sentences

if necessary.

As of December 31, 2024, cash consists of bank deposits and deposits

in Alipay, which are unrestricted as to withdrawal and use.

All highly liquid investments with original stated maturities of three months

or less are classified as cash.

Recently adopted accounting pronouncements

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

At June 30, 2024, prepayments consisted of:

At December 31, 2024 and September 30, 2024, prepayments

consisted of:

September 30,

Jinjiu International Consulting Services (Beijing) Co., Ltd

Beijing Shuangjiang Huixin Trading Co., Ltd

Beijing Shengrui Minghua Tea Industry Co., Ltd

Beijing Yiguanjia Health Technology Co., Ltd

Shenzhen Huayufeng Technology Co., Ltd

Lundao Zhuyeqing Tea Industry (Beijing) Co., Ltd

Dongguan Jiasheng Daily Plastic Products Co., Ltd

Vstock Transfer

Total Prepayments

OTHER RECEIVABLES

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

At December 31, 2024 and September 30, 2024, other receivables consisted

September 30,

Collected money on behalf of the company by employee

Shanghai Ctrip International Travel Agency Co., Ltd

Total other receivables

CAPITAL STOCK SUBSCRIPTION RECEIVABLE

stock subscription receivable consists of the following:

RECEIVABLE FROM PAYMENT COLLECTION

SERVICE INSTIUTION

Receivable from payment collection service

institution consists of the following:

September 30,

On September 7, 2023 our shareholders purchased the authorized shares

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.

nine months period ended June 30, 2024, Ms.

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

UnionPay Business Co., Ltd.

Beijing Branch

As of December 31, 2024 the receivable from payment

collection service institution amounted to $ 574 .

ACCOUNTS PAYABLE

At December 31, 2024 and September 30, 2024, accounts

payable consisted of the following:

September 30,

Hebei Bailu Business Hotel Co., Ltd

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

RECEIVABLE FROM PAYMENT COLLECTION

SERVICE INSTIUTION

Receivable from payment collection service institution

consists of the following:

ADVANCE FROM CUSTOMERS

At December 31, 2024 and September

30, 2024, advance from customers consisted 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 .

Pre-collected member funds

As of December 31, 2024 and September 30, 2024,

advances from customers totaled $ 292,308 and 461,946 .

The Company receives prepayments from customers who subscribe for a membership in

These pre-collected member funds can be used by customers to offset purchases of the company’s products.

TO RELATED PARTIES

2 unchanged sentences

September 30,

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

Interest-free loan and payment of company expenses:

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

Shanghai Maitong Cultural Technology Co., Ltd

As of December 31, 2024 and September 30, 2024, the Company owed Huang

Fang a balance of $ 480,477 and $ 190,855 , which represented expenses paid on behalf of the Company and the interest-free loan she provided

to the Company.

As of December 31, 2024 and September 30, 2024, 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.

As of December 31, 2024, the Company had a balance of $ 1,220 due to

Shanghai Maitong Cultural Technology Co., Ltd, which represented expenses paid on behalf of the Company.

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.

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

of Shanghai Maitong Cultural Technology Co., Ltd.

ACCRUED EXPENSES

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

At December 31, 2024 and September 30, 2024, accrued expenses consisted

September 30,

Professional service fee payable

Payroll payable

2 unchanged sentences

Total accrued expenses

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

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

As of December 31, 2024 and September 30, 2024, the Company recorded

payables to its auditor of $ 5,000 and $ 60,000 for services in connection with the audit of the Company’s financial statements for

the quarter ended December 31, 2024 and the year ended September 30, 2024.

As of December 31, 2024 and September 30, 2024, the Company recorded

payroll payable of $ 10,560 and $ 11,052 .

As of December 31, 2024, and September 30,2024, the Company recorded

social security payable of $ 4,177 and 4,346 .

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

OTHER PAYABLES

At December 31, 2024 and September 30, 2024, other payables consisted

September 30,

Value added tax and surtax

On September 1, 2023, Huang Fang, the CEO

1 unchanged sentence

confirmed the agreement when it was officially established.

Under the terms of the agreement, Tongzhilian leased office space (approximately 144 square

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 and November 30, 2024.

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

was $ 26,345 .

Under the terms of the agreement, Tongzhilian leased office space (approximately

144 square meters) under an operating lease agreement with Devoter (Beijing) Technology Co., Ltd, and was committed to make lease payments

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

On October 9, 2024, Tongzhilian

renewed the operating lease agreement for the period from December 1, 2024 to November 30, 2025.

Under the terms of the agreement, Tongzhilian

committed to make lease payments of approximately $ 36,000 (RMB 259,605 ) for that period.

For the three months ended December 31, 2024 and 2023, the lease amortization

expense was $ 8,930 and $ 8,703 , respectively.

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

3 unchanged sentences

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:

a related party of Tongzhilian.

As of December 31, 2024 and 2023, the Company had the following amounts

recorded on the Company’s consolidated balance sheet:

As of December 31,

Right-of-use asset

3 unchanged sentences

leases are as follows:

Period Ending June 30

Period Ending December 31,

imputed interest

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

5 unchanged sentences

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.

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

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

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;

(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).

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 1, 2018.

6 unchanged sentences

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

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

There was $ 106,900 accrued for income taxes for the three months ended December 31, 2024.

Due to the fact that Tongzhilian’s

revenue exceeded the upper limit for small-scale taxpayers in this quarter, Tongzhilian has been converted to a general taxpayer.

income for the current tax year (from January 1, 2024, to December 31, 2024) is subject to a corporate income tax rate of 25 %.

the company had accrued an additionally corporate income tax for the period from January to September of 2024 at a rate of 25 %, amounting

to $ 29,524 .

A reconciliation before income taxes for domestic and foreign locations

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

for the three months ended December 31, 2024 and 2023 is as follows:

For the Three Months Ended

United States

3 unchanged sentences

the Company’s effective tax rate was as follows:

For the Three Months Ended

Income tax (benefit) at USA statutory rate

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

INCOME TAXES (continued)

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:

difference between the PRC statutory income tax rate and the PRC effective tax rate was as follows:

For the Three Months Ended

Income tax (benefit) at PRC statutory rate

PRC valuation allowance

Tax preference

Utilization of net operating loss carry forward

Effective combined tax rate

4 unchanged sentences

The Company incurred losses from its United States operations during

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 three months ended December 31 , 2024 and 2023 of $ 34,558 and $ 48,739 .

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 $ 48,635 against the deferred tax assets related to the Company’s United States

operations as of December 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 $ 7,257 for the three months ended December 31, 2024.

The Company is subject to examination by the Internal Revenue Service

9 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2024

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

18 unchanged sentences

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

June 30, 2024.

December 31, 2024.

BASIC AND DILUTED EARNINGS PER SHARE

7 unchanged sentences

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

Net income attributable to common stockholders

For the Three Months Ended

Net income (loss) attributable to common stockholders

Basic and diluted weighted-average number of shares outstanding

Net income per share:

Net income (loss) per share:

Basic and diluted

2 unchanged sentences

the consolidated financial statements were available to be issued.

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

with FASB ASC Topic 855, “Subsequent Events.”

All subsequent events requiring recognition as of December 31, 2024

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

accordance with FASB ASC Topic 855, “Subsequent Events.”

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