Maitong Sunshine Cultural Development Co., Ltd 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management maintains disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that the material information required to be disclosed by us in our periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management team, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2025. Based on this evaluation, we concluded that our disclosure controls and procedures have the following material weaknesses: ● The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. ● Our internal financial staff lack expertise in identifying and addressing complex accounting issues under U.S. Generally Accepted Accounting Principles. ● Our Chief Financial Officer is not familiar with the accounting and reporting requirements of a U.S. public company. ● We have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of September 30, 2025 for the purposes described in this Item. Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. The Company’s management is also required to assess and report on the effectiveness of the Company’s internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect the Company’s transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of the Company’s financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. 30 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. As of September 30, 2025, our management, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as required by Rules 13a-15(c) and 15d-15(c) under the Exchange Act. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (1992), including the following five framework components: i) control environment, ii) risk assessment, iii) control activities, iv) information and communications, and v) monitoring. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified four material weaknesses in our internal control over financial reporting. These material weaknesses consisted of the four material weaknesses identified above under the heading “Evaluation of Disclosure Controls and Procedures.” Management does not believe that the current level of the Company’s operations warrants a remediation of the weaknesses identified in this assessment. However, because of the above condition, management’s assessment is that the Company’s internal controls over financial reporting were not effective as of September 30, 2025. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. The Company’s internal control over financial reporting was not subject to attestation by the Company’s registered public accounting firm as we are a smaller reporting company. Our management will continue to monitor and evaluate the effectiveness of its disclosure controls and procedures, as well as its internal control over financial reporting, on an ongoing basis, and is committed to taking further action and implementing additional improvements, as necessary and as funds allow. However, our management cannot guarantee that the measures taken or any future measures will remediate the material weaknesses identified or that any additional material weaknesses or significant deficiencies will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting. Notwithstanding the material weaknesses described above, our management believes that there are no material inaccuracies or omissions of material fact and, to the best of its knowledge, believes that the consolidated financial statements included in this annual report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States. Changes in Internal Control over Financial Reporting No changes in the Company’s internal control over financial reporting have come to management’s attention during the years ended September 30, 2025 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information. During the fiscal year ended September 30, 2025, no director or officer adopted or terminated any 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. 31 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth the name, age and position of each of our directors and executive officers: Name and Address* Age Position/Title Huang Fang 48 President, Chief Executive Officer, Chairwoman of the Board and Secretary Shang Jia 32 Chief Financial Officer * The business address for all directors and officers is Room 202, Gate 6, Building 9, Yayuan, Anhui Beili, Chaoyang District, Beijing, China 100000. Huang Fang, President, Chief Executive Officer, Chairwoman of the Board and Secretary Ms. Huang is our founder and has served as our President, Chief Executive Officer, Chairwoman of the Board and Secretary since the incorporation of the Company. Since September 2023 until now, Ms. Huang has served as President and Chief Executive Officer of the Beijing Tongzhilian Cultural Development Company Limited. Ms. Huang served as President and Chief Executive Officer at Shanghai Maitong Cultural Technology Co., Ltd from 2020 until now. She served as the Chief Executive Officer and director at Devoter Oriental (Beijing) Technology Company Limited from 2019 until now. From 2015 until now, Ms. Huang served as the President and Chief Executive Officer of Beijing Devoter Oriental Co., Ltd. Between 2013 and 2015, she served as director of Beijing Devoter Oriental Cultural Co., Ltd. From 2009 to 2013, she served as supervisor of Beijing Devoter Oriental Cultural Art Co., Ltd. From 1998 to 2000, Ms. Huang served as full time teacher at Hanjiang Normal School. Ms. Huang brings to the Board her expertise in business operations, company development, analysis and oversight, marketing including volume growth/program development, expense control, policy and procedure development and implementation, and process development to facilitate regulatory compliance. She has more than 20 years’ experience in matters of Chinese culture. Ms. Huang was awarded and MBA from the Chinese Academy of Arts in 2007, and majored in dance. She graduated with a Bachelor degree from Wuhan Conservatory of Music in 2002, and majored in musical education. She graduated with a college degree from Central China Normal University in 1998 and majored in musical education. Ms. Huang also obtained a degree in music from Hubei Zhushan Normal School in 1996. Shang Jia, Chief Financial Officer Ms. Shang has served as our Chief Financial Officer (“CFO”) since the incorporation of the Company. Shang Jia has been employed as Chief Financial Officer by Beijing Tongzhilian Cultural Development Co., Ltd since the incorporation of that company. From 2017 until October 2023, she served as Chief Financial Officer to Beijing Devoter Oriental Cultural Art Co., Ltd. Ms. Shang was awarded a Master’s degree with a concentration in Finance by University of International Business and Economics in 2020. Ms. Shang was awarded a bachelor’s degree with a major in Accounting by Xi’an Eurasia University in 2016. There are no family relationships among any of our directors or executive officers. Our directors hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until resignation or removal by the board. 32 Legal Proceedings Involving Officers and Directors To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has: ● Had a bankruptcy petition filed by or against any business 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. ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been 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. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject of, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Board Committees Audit Committee Due to the small size of our Board and the early stage of our operations, we have not yet appointed an audit committee, nor have we appointed an audit committee financial expert to our Board of Directors. We do, however, recognize the importance of good corporate governance and intend to appoint an audit committee comprised entirely of independent directors, including at least one audit committee financial expert, as soon as our resources permit and the complexity of our financial accounting warrants. Compensation Committee We do not presently have a compensation committee. Our Board of Directors currently performs the functions of those committees. Nominating Committee We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee. Code of Ethics Due to the small number of members of our management, we do not presently have a code of ethics applicable to management. Section 16(a) Beneficial Ownership Reporting Compliance To our knowledge, based solely on our review of copies of the reports filed with the SEC and the representations of our directors and executive officers, we believe that all reporting requirements pursuant to Section 16(a) of the Securities Exchange Act for fiscal year 2025 were complied with by each person who at any time during the 2025 fiscal year was a director or an executive officer or held more than 10% of our common stock. 33 Item 11. Executive Compensation. Executive Compensation The following table sets forth information with respect to compensation paid by us to our executive officers for services during the fiscal years ended September 30, 2025 and 2024. There was no executive officer to whom we paid or accrued amounts in excess of $100,000 as compensation for services during the year ended September 30, 2025. Name and Principal Period Ended Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Comp. Non-qualified Deferred Comp. Earnings All Other Comp. Total Position Sept. 30 ($)* ($) ($) ($) ($) ($) ($) ($) Huang Fang 2025 16,926 - - - - - - 16,926 CEO 2024 15,587 - - - - - - 15,587 Shang Jia 2025 13,561 - - - - - - 13,561 CFO 2024 12,417 - - - - - - 12,417 Outstanding Equity Awards No individual grants of stock options or other equity incentive awards have been made to any executive officer or any director since our inception. Employment Contracts, Termination of Employment, Change-in-Control Arrangements Huang Fang . MGSD has entered into a contract dated October 26, 2023 with our CEO, Huang Fang, labelled “Appointment Letter”. The Appointment Letter provides that Ms. Huang will serve on a full-time basis as President, CEO, Chairwoman and Secretary. The Appointment Letter provides for compensation of 10,000 RMB (U.S. $1,397) per month. The Appointment Letter and Ms. Huang’s employment is terminable by either party on 30 days’ notice. Shang Jia . Tongzhilian has entered to a Labor Contract dated November 1, 2023 with our CFO, Shang Jia. The Labor Contract provides that Ms. Shang will serve as CFO and Accountant for Tongzhilian for the period from November 1, 2023 until October 31, 2026; provided, however, that either party may terminate the Labor Contract on one month’s notice. The Labor Contract provides for fixed compensation of 5,600 RMB (U.S. $782) per month, plus performance-based compensation of 2,400 RMB (U.S. $335) per month. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no compensation arrangements for directors, officers, employees or consultants that would result from a change-in-control. Other Employees . Each of our employees has entered into an employment agreement with Tongzhilian utilizing a standard form of Labor Contract with modifications only as to position and compensation. The contracts all provide for a three years term of employment which may be terminated by either party on one month’s notice, a 40 hours workweek with compensatory rest or pay for overtime service, and such other terms of employment as are required by the Labor Contract Law of the People’s Republic of China. Compensation of Directors We have no formal plan for compensating our directors for their services as directors. 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. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of the Company other than services ordinarily required of a director. 34 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our common stock for (1) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; (2) each of our named executive officers; (3) each of our directors; and (4) all of our executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The address for each person listed in the table is c/o Maitong Sunshine, Room 202, Gate 6, Building 9, Yayuan, Anhui Beili, Chaoyang District, Beijing. The percentage ownership information shown in the table below is calculated based on 60,500,000 shares of our common stock issued and outstanding as of September 30, 2025. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Executive Officers and Directors Amount of Beneficial Ownership of Common Stock (1) Pre-Offering Percentage Ownership of Common Stock Post-Offering Percentage Ownership of Common Stock Directors and Named Executive Officers: Huang Fang 29,400,000 48.60 % 48.60 % Shang Jia - - % - % All executive officers and directors as a group (2 persons) 29,400,000 48.60 % 48.60 % 5% or Greater Shareholders: Liu Huiqin (2) 4,038,000 6.67 % 6.67 % (1) Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common stock. All shares represent only common stock held by shareholders as no options are issued or outstanding. (2) Represents shares owned by Inner Mongolia Qianbaichuan Technology Co., Ltd, Liu Huiqin is the controlling shareholder of Inner Mongolia Qianbaichuan Technology Co., Ltd. There is no contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company. 35 Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Party Transactions Related Party Balance: Amounts due to related parties consisted of the following as of the periods indicated: As of September 30, Name of related party 2025 2024 Interest-free loan and payment of company expenses: Beijing Devoter Oriental Co., Ltd. $ 9,626 $ 9,626 Huang Fang 182,463 190,855 Shanghai Maitong Culture and Technology Co., Ltd 70,156 - Total $ 262,245 $ 200,481 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 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 84% of the registered equity of Devoter (Beijing) Technology Co., Ltd. Additionally, Huang Fang is a 30% shareholder, legal representative, Chairman, and General Manager of Shanghai Maitong Culture and Technology Co., Ltd. Related Party Lease: On September 1, 2023, Huang Fang, the CEO of the holding company of Tongzhilian, arranged to lease an office for the soon-to-be-established company, and Tongzhilian signed and 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. 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 $37,000 (RMB 259,605) for that period. On December 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. Payments for subscription receivable: 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. As of September 30, 2023, the Company had a capital stock subscription receivable of $60,000 due from Huang Fang. During the fiscal year ended September 30, 2024, Ms. Huang had made payments to satisfy the $60,000 note payable to Maitong-Samoa. Director Independence None of the members of the Company’s Board of Directors is independent, as “independence” is defined in the Rules of the NYSE American. 36 Item 14. Principal Accounting Fees and Services. On July 17, 2024, Maitong Sunshine Cultural Development Co., Limited retained the firm of ARK Pro CPA & Co. to serve as its new independent public accounting firm. The following table shows the fees that were billed for the audit and other services provided by ARK Pro CPA & Co. for the fiscal years ended September 30, 2025 and 2024. Year Ended September 30, 2025 2024 Audit fees $ 93,000 $ 64,000 Audit-related fees $ 9,205 $ - Tax fees $ - $ - All other fees $ - $ - Our Board of Directors pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services. 37 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES INDEX TO EXHIBITS Exhibit No. Description of Exhibit 3.1(a) Articles of Incorporation of Registrant (1) 3.2 Bylaws of Registrant (1) 4(iv) Description of Common Stock (2) 10.1 Project Cooperation Agreement dated November 10, 2023 between Beijing Tongzhilian Cultural Development Co., Ltd. and Hebei Bailu Business Hotel Co., Ltd. (3) 10.2 Project Agency Cooperation Agreement dated November 10, 2023 between Beijing Tongzhilian Cultural Development Co., Ltd. and Beijing Jiguantong Technology Co., Ltd. (3) 21.1 List of Company Subsidiaries 31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted 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, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ***************************** (1) Filed as an exhibit to the Registration Statement on Form S-1 filed on December 20, 2023 (2) Incorporated by reference to the description of the Company’s Common Stock set forth in the Company’s Registration Statement on Form S-1 Amendment Number 4 under the heading “Description of Capital Stock: Common Stock” filed on April 15, 2024. (3) Filed as an exhibit to Amendment No. 1 to the Registration Statement on Form S-1 filed on January 26, 2024 Item 16. FORM 10-K SUMMARY None. 38 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED Signature Title Date /s/ Huang Fang Chief Executive Officer January 9, 2026 Huang Fang (Principal Executive Officer) /s/ Shang Jia Chief Financial Officer January 9, 2026 Shang Jia (Principal Financial and Accounting Officer) In accordance with the Exchange Act, this Report has been signed below on January 9, 2026 by the following persons, on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title /s/ Huang Fang Chief Executive Officer; Director Huang Fang /s/ Shang Jia Chief Financial Officer Shang Jia 39