What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-01-09 compared with 2024-11-25 · 48 added, 45 removed, 91 unchanged (51% of the section changed)

16 unchanged sentences

See “Cautionary Statement Regarding Forward Looking Statements” above.

Results of Operations for the Year Ended September

30, 2024 and Period Ended September 30, 2023

The following table shows key components of the

results of operations during the year ended September 30, 2024 and the period from September 7 to September 30, 2023:

For the Periods Ended

Results of Operations for the Years Ended September 30, 2025 and September

The following table shows key components of the results of operations

during the years ended September 30, 2025 and September 30, 2024:

For the Years Ended

September 30,

1 unchanged sentence

Selling, general and administrative expenses

loss from operations

Profit (loss) from operations

Other income (expense)

Loss before provision for loss taxes

Profit (loss) before provision for income taxes

Provision for income taxes

The Company initiated operations on September

7, 2023 and, accordingly, reported only $10,981 for the period ended September 30, 2023.

For the fiscal year ended September 30, 2025,

our first full fiscal year of operations, our revenue was $804,887.

All our revenue was generated by our subsidiary Tongzhilian, which

provided its cultural tourism services throughout the year and added product sales operations during the fourth quarter of the 2024 fiscal

Tongzhilian sells tours both directly and through

sales agents, with 49% of our revenue during fiscal year 2024 being derived from two primary sales agents.The cost of revenue, $439,260

for the fiscal year ended September 30, 2024, was mostly attributable to the cost of tours charged by cooperating travel agencies.

addition, commencing in the fourth quarter of fiscal 2024, cost of revenue included the procurement cost for products sold.

a gross profit of 45% in fiscal 2024, primarily attributable to a cultural feature tour developed by Tongzhilian in concert with our suppliers,

Hainan Jintongyuan and Heibei Bailu.

our revenue amounted to US$1,380,218.

All revenue was generated by our subsidiary, Tongzhilian, which engaged throughout the year in

cultural tourism services, product sales, and information technology services.

For the fiscal year ended September 30, 2025, Tongzhilian’s revenue

primarily derived from two business segments:

tourism services and product sales.

Among these, the product sales business contributed

77% of the Company’s total revenue.

The cost of revenue for the fiscal year amounted to $812,515, mainly consisting of procurement

costs associated with product sales.

The company achieved a gross profit margin of 41% in fiscal year 2025, which was largely attributable

to the sustained contribution from the product sales project newly launched in fiscal year 2025.

Operating expenses for the 2025 fiscal year consisted

primarily of salaries and benefits, office expenses, professional fees, and rentals and leases.

The $388,580 and $45,182 in operating expenses

during fiscal year 2024 and the three weeks period ended September 30, 2023 were primarily attributable to:

and $30,000 in professional fees and related expenses incurred in the fiscal year 2024 and the period ended September 30, 2023 respectively,

as a result of our status as a reporting company in the United States;

and $567 in salaries and benefits incurred in fiscal year 2024 and the period ended September 30, 2023 respectively;

and $11,547 in office expenses incurred in fiscal year 2024 and the period ended September 30, 2023 respectively;

and $2,947 in rentals and lease fees incurred in fiscal year 2024 and the period ended September 30, 2023.

The $480,913 in operating expenses during

fiscal year 2025 and $388,580 during fiscal year 2024 were primarily attributable to:

$117,113 and $142,401 in professional fees and related expenses incurred in the fiscal year 2025 and fiscal year 2024 respectively, as a result of our status as a reporting company in the United States;

$197,498 and $155,533 in salaries and benefits incurred in fiscal year 2025 and fiscal year 2024 respectively;

$130,359 and $53,559 in office expenses incurred in fiscal year 2025 and fiscal year 2024 respectively;

$34,265 and $35,330 in rentals and lease fees incurred in fiscal year 2025 and fiscal year 2024 respectively.

Our net loss for the fiscal year 2025 was $21,229,

compared to a net loss of $40,502 in the period from September 7, 2023 to September 30, 2023.

compared to a net loss of $30,810 for the fiscal year 2024.

Liquidity and Capital Resources

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 $60,000.

Primarily as a result of that transaction, as of September 30, 2023, after incurring a loss of $40,502

since it was organized, the Company had $Nil in cash and cash equivalents and a working capital deficit of $75,344.

The principal liabilities

were $30,000 in accrued expenses payable to the Company’s auditor in connection with the Company’s preparation for registration

as a reporting company in the United States and $34,830 representing the current portion of the Company’s operating lease obligation.

On September 30, 2024, the Company had $698,307

6 unchanged sentences

factors led to an increase in the Company’s working capital by $58,633 to a deficit of $16,711.

As of September 30, 2025, the Company's cash

and cash equivalents totaled $4,432.

During the fiscal year ended on that date, the Company made advance payments to suppliers totaling

$296,054, experienced a net decrease of $426,656 in customer prepayments, and saw a decrease of $8,392 in loans received from Ms.

These cash flow movements resulted in a reduction of the Company’s cash balance to $4,432 by the end of the period.

Collectively,

these factors led to a decrease of $14,087 in the Company’s working capital, resulting in a negative working capital balance of

-$30,798 at the end of the period.

We anticipate that our future liquidity requirements

8 unchanged sentences

to us, if at all.

The following table summarizes our cash flows

for the year ended September 30, 2024 and the period from September 7, 2023 to September 30, 2023.

The following table summarizes our cash flows for the fiscal year ended

September 30, 2025 and for the fiscal year ended September 30, 2024.

For the Years Ended

September 30,

Net cash provided by operating activities

Net cash (used in) / provided by operating activities

Net cash (used in) investing activities

1 unchanged sentence

Effect of exchange rate fluctuation on cash and cash equivalents

Net increase in cash and cash equivalents

Net increase in cash and restricted cash

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Cash and restricted cash, end of year

For the fiscal year ended September 30, 2025, the Company generated

a net cash outflow of $674,758 from operating activities.

The primary contributing factors include:

the gradual redemption of prepaid

deposits collected under the membership program launched in the 2024 fiscal year for corresponding services during this period, as well

as increased prepayments made to suppliers in the current fiscal year.

Together, these factors resulted in a net decrease of $435,848

in customer prepayments and a net increase of $297,775 in supplier prepayments.

For the fiscal year ended September 30, 2024,

3 unchanged sentences

The result of this program was our accumulation of $461,946 in customer prepayments during the fiscal year.

For the fiscal year ended September 30, 2024,

our investing activities resulted in a net cash outflow of $3,724.

For the fiscal year ended September 30, 2024, our investing activities

resulted in a net cash outflow of $3,724.

primarily due to the acquisition of fixed assets.

Our financing activities for the fiscal year ended

September 30, 2024, generated $248,400, consisting of $60,000 contributed by Huang Fang to fund our shareholders’ subscriptions

and a $188,400 interest-free loan from Huang Fang and her affiliate entity.

Trends, Events and Uncertainties

33 unchanged sentences

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-K

Item 7. Management’s Discussion and Analysis