What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-01-09 compared with 2024-11-25 · 150 added, 126 removed, 610 unchanged (31% of the section changed)

12 unchanged sentences

Development Co., Limited

Opinions on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Maitong Sunshine Cultural Development Co., Limited (the “Company”) as of September 30, 2024 and 2023, and

the related consolidated statements of operations and comprehensive (loss), changes in shareholders’ (deficit) equity, and cash

flows for the year ended September 30, 2024 and period from September 7, 2023 to September 30, 2023 and the related notes (collectively

referred to as the “consolidated financial statements”).

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Maitong

Sunshine Cultural Development Co., Limited (the “Company”) as of September 30, 2025 and 2024, and the related consolidated

statements of operations and comprehensive (loss), changes in shareholders’ (deficit) equity, and cash flows for the year ended

September 30, 2025 and September 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the consolidated financial position of the Company as of September 30, 2025 and 2024, and the results of its

operations and its cash flows for the year ended September 30, 2024 and period from September 7, 2023 to September 30, 2023, in conformity

with accounting principles generally accepted in the United States of America.

operations and its cash flows for the years ended September 30, 2025 and September 30, 2024, in conformity with accounting principles

generally accepted in the United States of America.

Material Uncertainty Relating to Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements,

the Company does not have an established source of revenues sufficient to cover its operating cost, has suffered recurring losses from

operations, and has an accumulated deficit and a working capital deficiency.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regards to these matters are also described in Note 2 to the consolidated

financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this

Our opinion is not modified with respect to this matter.

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated

financial statements, the Company does not have an established source of revenues sufficient to cover its operating cost, has

suffered recurring losses from operations, negative cash flows from operating activities and has an accumulated deficit.

conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in

regards to these matters are also described in Note 2 to the consolidated financial statements.

The consolidated financial

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

Our opinion is not modified with

respect to this matter.

Basis for Opinion

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ARK Pro CPA & Co

(Formerly HKCM CPA & Co.)

We have served as the Company’s auditor since 2024.

Hong Kong, China

November 25, 2024

January 9, 2026

PCAOB Firm ID:

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Current Assets:

Cash and cash equivalents

Receivable from payment collection service institution

Other receivables

Total current assets

Restricted Cash

Property and equipment, net

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Due to related parties

Deferred Tax Liability

Other payables

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

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

60,500,000 shares issued and outstanding at September 30, 2025 and 60,000,000 shares issued and outstanding at September 30, 2024

Additional paid-in capital

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Accumulated other comprehensive income (loss)

Total stockholders’ (deficit)

Total liabilities and (deficit)

Total stockholders’ equity/(deficit)

Total liabilities and equity/(deficit)

The accompanying notes are an integral part

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(EXPRESSED IN US DOLLARS)

For the Years

September 30,

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Selling, general and administrative expenses

(Loss) from operations

Profit (loss) from operations

Other income (expense)

(Loss) before provision for income taxes

Profit (loss) before provision for income taxes

Provision for income taxes

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EQUITY/(DEFICIT)

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

(EXPRESSED IN US DOLLARS, EXCEPT SHARES)

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(EXPRESSED IN US DOLLARS,

EXCEPT SHARES)

Stockholders’

Comprehensive

Shares issued

Subsidiary’s stock issued

Foreign currency translation adjustment

Balance at September 30, 2023

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Balance at September 30, 2024

Share-based compensation in exchange for services from service provider

Foreign currency translation adjustment

Balance at September 30, 2025

The accompanying notes

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CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024

(EXPRESSED IN US DOLLARS)

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Interest expense

Share based compensation expenses

Changes in operating assets and liabilities:

Receivable from payment collection service institution

Other receivable

6 unchanged sentences

Other payables

Net cash provided by operating activities

Net cash (used in) provided by operating activities

Cash Flows from Investing Activities

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Effect of exchange rate fluctuation on cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Net increase in cash and restricted cash

Cash and restricted cash, beginning of year

Cash and restricted cash, end of year

Supplemental disclosure of cash flow information

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR THE YEAR ENDED SEPTEMBER

(AMOUNTS IN US DOLLARS)

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has 12 full-time employees.

MGSD’s subsidiaries includes:

MGSD’s subsidiaries include:

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR

THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Principles of consolidation

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025

AND FOR THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

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

period from September 7, 2023 through September 30, 2023, there is only a small volume of sales in the three-week period recorded.

sales are not significant.

For the fiscal year ended September 30, 2024, the Company had 2 major customers that each accounted for over 10%

of its total revenue.

fiscal year ended September 30, 2025, the Company had no major customers accounting for over 10% of total revenue.

In contrast, for the

fiscal year ended September 30, 2024, the Company had two major customers each contributing over 10% of total revenue.

This shift primarily

resulted from a decline in sales agency channel operations, while the Company’s direct sales business increased year-over-year.

For the years ended

September 30, 2024

Percentage of

period from September 7, 2023 through September 30, 2023, there is only a small volume of sales in the three-week period recorded.

procurement are not significant.

For the fiscal year ended September 30, 2024, the Company had 3 major suppliers that each accounted for

over 10% of its total cost of revenue.

Percentage of

fiscal year ended September 30, 2025, the Company had one major supplier accounting for over 10% of its total cost of revenue.

for the fiscal year ended September 30, 2024, the Company had three major suppliers each contributing over 10% of its total cost of revenue.This

change was primarily driven by the decline in sales agency channel operations, while the Company’s direct sales business increased year-over-year,

subsequently influencing our procurement policies.

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025

AND FOR THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

1 unchanged sentence

For the year ended

September 30, 2024

revenue Percentage of

Supplier A $ 241,855 55 %

Supplier B 73,834 17 %

Supplier C 58,609 13 %

Percentage of

Fair value measurements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025

AND FOR THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

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Products sales revenue

mainly includes sales of cultural and creative products and sales of gift products.

T he 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.

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

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

Arts expositions .

expositions will involve the presentation of Chinese artistic practices in a participatory manner:

exhibitions of painting or calligraphy

followed by audience participation, dance competitions, choir competitions, variety shows:

any vehicle we imagine will attract an audience

willing to learn and/or demonstrate their skills in one of the hundreds of modes of artistic expression available within Chinese culture.

Each exposition will be developed by Tongzhilian, which will engage facilities, public or private, in which the expositions will be presented.

The expositions will be marketed by the same network of sales agents that serve as the marketing network for Tongzhilian’s cultural

Cost of product sale consists primarily of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025

AND FOR THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The application of tax laws and regulations is

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the period of adoption, if necessary.

Cash and cash equivalents

As of September 30, 2025, cash consists of bank

deposits and deposits in the 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.

deposits and deposits, WeChat deposits, Alipay deposits, and corporate platform deposits, which are unrestricted as to withdrawal and

All highly liquid investments with original stated maturities of three months or less are classified as cash.

Restricted Cash

As of September 30, 2025, restricted cash includes bank deposits held

at Zhongguancun Bank, which are subject to restrictions on withdrawal and use.

Recently adopted accounting pronouncements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

At September 30, 2024, prepayments consisted of:

At September 30, 2025 and 2024, prepayments consisted

September 30,

Hainan Wanshunda Technology Co., Ltd

Shenzhen Huayufeng Technology Co., Ltd

Shenzhen Hongyuexing Technology Co., Ltd

Jinjiu International Consulting Services (Beijing) Co., Ltd

Hainan Jintongyuan Technology Co., Ltd

Beijing Shuangjiang Huixin Trading Co., Ltd

Beijing Shengrui Minghua Tea Industry Co., Ltd

Wuchang City Airun Agriculture Co., Ltd

Yongfengyuan Porcelain Valley Culture (Beijing) Co., Ltd

Guangzhou Fuyouyuan Health Management Co., Ltd

Beijing Yiguanjia Health Technology Co., Ltd

Handan Haiying Youpin Food Co., Ltd

Xingcheng City Xingwan Aquatic Products Breeding Co., Ltd

Dongguan Jiasheng Daily Plastic Products Co., Ltd

The Sound of Flowers (Beijing) Brand Management Co., Ltd

Beijing Shengrui Minghua Tea Industry Co., Ltd

VStock Transfer, LLC

Jindou Enterprise (Beijing) Business Management Co., LTD

Total Prepayments

2 unchanged sentences

September 30,

Collected money on behalf of the company by employee

Shanghai Ctrip International Travel Agency Co., Ltd

1 unchanged sentence

CAPITAL STOCK SUBSCRIPTION RECEIVABLE

As of September 30, 2024 and 2023, capital

stock subscription receivable consists of the following:

September 30,

On September 7, 2023 our shareholders purchased

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

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totalled $ 26,098 .

The Company receives prepayments from customers who subscribe for a membership in the Company’s .

These pre-collected

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

The Company receives prepayments from customers who subscribe for a membership in the Company’s Program.

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

TO RELATED PARTIES

4 unchanged sentences

Beijing Devoter Oriental Co., Ltd.

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

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

Shanghai Maitong Culture and Technology Co., Ltd

As of September 30, 2025, the Company had a balance of $ 9,626 due to

Beijing Devoter Oriental Co., Ltd, which represented expenses paid on behalf of the Company.

As of September 30, 2025, the Company owed

Huang Fang a balance of $ 182,463 which represented expenses paid on behalf of the Company and the interest-free loan she provided

to the Company.

As of September 30, 2025, the Company had a balance

of $ 70,156 due to Shanghai Maitong Culture and Technology Co., Ltd., which represented expenses paid on behalf of the Company.

Huang Fang is the President, CEO, Chairwoman of

2 unchanged sentences

and Beijing Devoter Oriental Co., Ltd owns 84 % of the registered equity of Devoter (Beijing) Technology Co., Ltd.

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

AND SUBSIDIARIES

Additionally, Huang

Fang is a 30 % shareholder, legal representative, Chairman, and General Manager of Shanghai Maitong Culture and Technology Co., Ltd.

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO.,

LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

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of $ 10,726 and $ 11,052 .

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

As of September 30, 2024, the Company recorded tax filing fees of $ 1,500 .

As of September 30, 2024, the Company recorded agency fee payable of

As of September 30, 2025 and 2024, the Company recorded social security

payable of $ 4,933 and $ 4346 .

As of September 30, 2025 and 2024, the Company recorded tax filing

fees of $ 2,500 and .$ 1500 .

OTHER PAYABLES

As of September 30, 2024 and 2023, other payables

consist of the following:

As of September 30, 2025 and 2024, other payables consist of the following:

September 30,

Value added tax and surtax

Payment on behalf of the company by employee

On September 1, 2023,

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

On October 9, 2023, Tongzhilian renewed operating lease agreement for the period from December 1, 2024 to November 30, 2025.

terms of the agreement, Tongzhilian committed to make lease payments of approximately $ 37,000 (RMB 259,605 ) for that period.

On October 9, 2024, Tongzhilian renewed the operating lease agreement for the period from December 1, 2024 to November 30, 2025.

the terms of the agreement, Tongzhilian committed to make lease payments of approximately $ 37,000 (RMB 259,605 ) for that period.

1, 2025, Tongzhilian renewed the operating lease agreement for the period from December 1, 2025 to November 30, 2026.

Under the terms

of the agreement, Tongzhilian committed to make lease payments of approximately $ 36,500 (RMB 259,605 ) for that period.

As of September 30, 2025 and 2024, the lease amortization expense was

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR

THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR

THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

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$ ( 225,680 )

$ ( 167,036 )

Before income taxes

2 unchanged sentences

the Company’s effective tax rate was as follows:

For the years ended

September 30,

For the years ended September 30,

Income tax (benefit) at USA statutory rate

9 unchanged sentences

Effective combined tax rate

The Company did not recognize deferred tax assets since it is not likely

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

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

and Tongzhilian

The Company did not recognize deferred tax assets

since it is not likely to incur taxes against which such deferred tax assets may be offset.

The deferred tax would apply to MGSD in the

and Tongzhilian in China.

The Company incurred losses from its United States

operations for the fiscal year ended September 30, 2024 and the period from September 7, 2023 to September 30, 2023 of $ 167,036 and $ 30,000 .

The Company’s United States operations consist solely of ownership of its foreign subsidiaries, and the losses arise from administration

Accordingly, management provided a 100 % valuation allowance of $ 41,378 against the deferred tax assets related to the Company’s

United States operations as of September 30, 2024, because the deferred tax benefits of the net operating loss carry forwards in the United

States are not likely to be utilized.

operations for the fiscal year ended September 30, 2025 and 2024 of $ 225,680 and $ 167,036 .

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 $ 88,770 against the deferred tax assets related to the Company’s United States operations as of September

30, 2025, 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 $ 47,393 for the fiscal year ended September 30, 2025.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND PERIOD

FROM SEPTEMBER 7, 2023 TO SEPTEMBER 30, 2023

FOR THE YEAR ENDED SEPTEMBER 30, 2025 AND FOR

THE YEAR ENDED SEPTEMBER 30, 2024

(AMOUNTS IN US DOLLARS)

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of the basic and diluted earnings per share computations for income from continuing operations is shown as follows:

For the year ended

September 30,

12 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 8. Financial Statements and Supplementary Data