Item 1. Financial Statements
Item 1. Financial Statements.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
Page
Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 202 5
F-1
Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended December 31, 2025 and 2024 (Unaudited)
F-2
Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended December 31, 2025 and 2024 (Unaudited)
F-3
Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2025 and 2024 (Unaudited)
F-4
Notes to Consolidated Financial Statements (Unaudited)
F-5 – F-16
1
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
As of
December 31,
As of
September 30,
2025
2025
(Unaudited)
(Audited)
Assets
Current Assets:
Cash and cash equivalents
$ 32,914
$ 4,432
Receivable from payment collection service institution
-
15,074
Prepayments
236,649
342,127
Inventories - Finished Goods
185
183
Other receivables
2,145
703
Total current assets
271,893
362,519
Restricted cash
69,688
68,936
Property and equipment, net
1,289
1,574
Right-of-use assets
30,677
6,081
Total assets
$ 373,547
$ 439,110
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable
$ -
$ -
Advance from customers
33,583
26,098
Accrued expenses
67,124
93,159
Due to related parties
313,539
262,245
Deferred tax liability
161
213
Other payables
154
5,170
Income tax payable
-
351
Operating lease liabilities, current
30,677
6,081
Total current liabilities
445,238
393,317
Operating lease liabilities
-
-
Total liabilities
445,238
393,317
Equity (Deficit):
Preferred stock; $ 0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2025 and at September 30, 2025
-
-
Common stock; $ 0.001 par value, 150,000,000 shares authorized; 60,500,000 shares issued and outstanding at December 31, 2025 and at September 30, 2025
60,500
60,500
Additional paid-in capital
74,500
74,500
Retained earnings (Accumulated deficit)
( 213,142 )
( 92,541 )
Accumulated other comprehensive income
6,451
3,334
Total stockholders’ equity (deficit)
( 71,691 )
45,793
Total liabilities and equity (deficit)
$ 373,547
$ 439,110
The accompanying notes are an integral part
of these consolidated financial statements.
F- 1
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME
(UNAUDITED) (EXPRESSED IN US DOLLARS)
For the Three Months Ended
December 31,
2025
2024
Revenue
$ 24,905
$ 1,022,155
Cost of revenue
12,806
642,347
Gross profit
12,099
379,808
Selling, general and administrative expenses
132,844
105,915
Income from operations
( 120,745 )
273,893
Other income (expense)
90
-
Income before provision for income taxes
( 120,655 )
273,893
Provision for income taxes/expense (benefit)
( 54 )
106,900
Net income / (loss)
$ ( 120,601 )
$ 166,993
Comprehensive income:
Net income / (loss)
$ ( 120,601 )
$ 166,993
Foreign currency translation adjustment
3,117
( 8,573 )
Comprehensive income / (loss)
$ ( 117,484 )
$ 158,420
Basic and diluted eaming per share
$ ( 0.0020 )
$ 0.0028
Weighted average number of shares outstanding
60,500,000
60,000,000
The accompanying notes are an integral part
of these consolidated financial statements
F- 2
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY/(DEFICIT)
(UNAUDITED) (EXPRESSED IN US DOLLARS, EXCEPT
SHARES)
Common stock
Additional
Capital
stock
Accumulated
Other
Total
Stockholders’
Number of
Shares
Amount
Paid-in
Capital
subscription
receivable
Accumulated
Deficit
Comprehensive
Loss
Equity
(Deficit)
Balance at September 30, 2024
60,000,000
$ 60,000
$ -
$
$ ( 71,312 )
$ 3,563
$ ( 7,749 )
Net profit
-
-
-
-
166,993
-
166,993
Foreign currency translation adjustment
-
-
-
-
-
( 8,573 )
( 8,573 )
Balance at December 31, 2024
60,000,000
$ 60,000
$ -
$ -
$ 95,681
$ ( 5,010 )
$ 150,671
Common stock
Additional
Capital
stock
Retained
Earnings
Accumulated
Other
Total
Stockholders’
Number of
Shares
Amount
Paid-in
Capital
Subscription
Receivable
(Accumulated
Deficit)
Comprehensive
Income (Loss)
Equity
(Deficit)
Balance at September 30, 2025
60,500,000
$ 60,500
$ 74,500
$ -
$ ( 92,541 )
$ 3,334
$ 45,793
Net loss
-
-
-
-
( 120,601 )
-
( 120,601 )
Foreign currency translation adjustment
-
-
-
-
-
3,117
3,117
Balance at December 31, 2025
60,500,000
$ 60,500
$ 74,500
$ -
$ ( 213,142 )
$ 6,451
$ ( 71,691
)
The accompanying notes
are an integral part of these condensed consolidated financil statements
F- 3
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (EXPRESSED IN US DOLLARS)
For the Three Months Ended
December 31,
2025
2024
Cash Flows from Operating Activities
Net income / (loss)
$ ( 120,601 )
$ 166,993
Adjustments to reconcile net income (net loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
300
295
Operating lease expense
8,849
8,930
Interest expense
83
93
Changes in operating assets and liabilities:
Prepayments
108,641
( 22 )
Receivable from payment collection service institution
15,160
( 583 )
Accounts payable
-
( 2,945 )
Customer deposits
7,163
( 153,915 )
Other receivable
( 1,426 )
-
Accrued expenses
( 26,208 )
( 57,361 )
Deferred Tax Liability
( 54 )
Lease payment
( 8,933 )
( 9,023 )
Income tax payable
( 353 )
105,219
Other payables
( 5,046 )
990
Net cash provided by (used in) operating activities
( 22,425 )
58,671
Cash Flows from Investing Activities
Purchase of fixed assets
-
-
Net cash (used in) investing activities
-
-
Cash Flows from Financing Activities
Loans from related parties
50,725
297,665
Net cash provided by financing activities
50,725
297,665
Effect of exchange rate fluctuation on cash, cash equivalents and restricted cash
934
( 31,916 )
Net increase in cash, cash equivalents and restricted cash
29,234
324,420
Cash and cash equivalents, beginning of period
73,368
698,307
Cash and cash equivalents, end of period
$ 102,602
$ 1,022,727
Supplemental disclosure of cash flow information
Cash paid for income taxes
$ 1,711
$ 1,681
Cash paid for interest expense
$ 83
$ 93
Supplemental disclosure of non-cash activities
Right-of-use assets and related lease liabilities
$ 30,677
$ 32,189
Reconciliation of cash, cash equivalents, and restricted
cash reported in the statement of financial position
Cash and cash equivalents
32,914
1,022,727
Restricted cash
69,688
-
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
102,602
1,022,727
The accompanying notes are an integral part
of these consolidated financial statements.
F- 4
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (EXPRESSED
IN US DOLLARS)
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
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.
MGSD through its operating subsidiary, which has
headquarters in Beijing, China, provides cultural tourism and products sales, and plans to market arts expositions. The Company currently
has 12 full-time employees.
MGSD’s subsidiaries includes:
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 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. MGSD HK holds a 100 % interest in Tongzhilian.
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 has at all times been under
the control of Ms. Huang Fang. Therefore, in accordance with ASC 805-50-45-5, the current capital structure has been retroactively presented
in prior periods as if such structure existed at that time and the entities under common control are presented on a combined basis for
all periods. Since all of the subsidiaries were under common control for all periods presented, the results of these subsidiaries are
included in the Company’s financial statements for all periods.
F- 5
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of presentation
The accompanying consolidated financial statements are expressed in
U.S. Dollars and have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”).
B. Principles of consolidation
The consolidated financial statements include the accounts of MGSD
and its subsidiaries. All significant inter-company accounts and transactions have been eliminated. The consolidated financial statements
include 100 % of assets, liabilities, and net income or loss of these subsidiaries.
MGSD’s subsidiaries as of December 31, 2025 and September 30,
2025 are listed as follows:
Name Place of Incorporation Attributable
equity
interest % Authorized
capital
Maitong Sunshine Cultural Development Co., Limited Samoa 100 USD 1,000,000
Maitong Sunshine Cultural Development Co., Limited Hong Kong 100 HKD 10,000
Beijing Tongzhilian Cultural Development Co., Ltd China 100 HKD 1,000,000
C. Use of estimates
The preparation of consolidated financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during
the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual
results could differ from these estimates.
D. Functional currency and foreign currency translation
An entity’s functional currency is the currency of the primary
economic environment in which it operates. Normally that is the currency of the environment in which the entity primarily generates and
expends cash. Management’s judgment is essential to determining the functional currency by assessing various indicators, such as
cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. Based on that assessment, the
functional currency of the Company is the Chinese Renminbi (“RMB’). 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 “$”). The reporting
currency of these consolidated financial statements is in US Dollars.
The financial statements of MGSD’s subsidiaries, which are prepared
using the RMB, are translated into the Company’s reporting currency, the US Dollar. Assets and liabilities are translated using
the exchange rate at each reporting period end date. Revenue and expenses are translated using weighted average rates prevailing during
each reporting period, and stockholders’ equity (deficit) is translated at historical exchange rates. Adjustments resulting from
the translation are recorded as a separate component of accumulated other comprehensive income or expense.
E. Going concern
The Company incurred net losses of US$ 120,601 and a net operating
cash outflow of US$ 22,425 for the three months period ended December 31, 2025. As of December 31, 2025, the Company had cash and cash
equivalents of US$ 32,914 and recorded a stockholders deficit, these facts raise a substantial doubt about its ability to continue as
a going concern,
Management is implementing measures to improve operational efficiency
and generate additional revenue, including:
Expanding product offerings to include more standardized and value-oriented
travel packages, along with upstream/downstream collaborations;
Enhancing employee training to improve service quality and customer
satisfaction;
Pursuing cross-industry partnerships (e.g., knowledge-based experiences)
to diversify revenue streams.
These initiatives are intended to enhance profitability and support
the Company’s continued operations. However, there can be no assurance that these efforts will be sufficient to resolve the financial
challenges.
F- 6
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
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.
The exchange rates used for foreign currency translation are as follows:
For the Three Months Ended
December 31,
2025 2024
(USD to RMB/
USD to HKD) (USD to RMB/
USD to HKD)
Assets and liabilities period end exchange rate 7.0288 / 7.7819 7.2985 / 7.7658
Revenue and expenses period weighted average 7.0652 / 7.7771 7.1929 / 7.7744
E. Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations
of credit risk are due from related parties and other receivables arising from its normal business activities. The carrying amounts of
these financial instruments represent the maximum amount of loss due to credit risk. The deposits placed with financial institutions are
not protected by statutory or commercial insurance. In the event of bankruptcy of one of these financial institutions, the Company may
be unlikely to reclaim its deposits in full. Management believes that these financial institutions are of high credit quality and continually
monitors the credit worthiness of these financial institutions. The Company places its cash in what it believes to be credit-worthy financial
institutions.
The Company has a diversified customer base. 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
three months ended December 31, 2025, the Company had four major customers that each accounted for over 10% of its total revenue. For
the three months ended December 31, 2024, the Company did not have a single customer that accounted for more than 10% of its total revenue.
For the Three Months
Ended December 31, 2025
For the Three Months
Ended December 31, 2024
Revenue
Percentage of
revenue
Revenue
Percentage of
revenue
Supplier A
$ 3,755
15.08 %
$ -
-
Supplier B
3,736
15.00 %
-
-
Supplier C
3,631
14.58 %
-
-
Supplier D
3,493
14.02 %
-
-
F- 7
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
For the three months ended December
31, 2025, the Company had four major suppliers that each accounted for over 10% of its total cost of revenue. For the three months
ended December 31, 2024, the Company had one major supplier that accounted for over 10% of its total cost of revenue.
For the Three Months Ended
December 31, 2025
For the Three Months Ended
December 31, 2024
Cost of
Revenue
Percentage of
Cost of
revenue
Cost of
Revenue
Percentage of
Cost of revenue
Supplier A
3,610
28.19 %
448,120
70 %
Supplier B
$ 2,578
20.13 %
Supplier C
2,330
18.20 %
Supplier D
1,345
10.50 %
F. Fair value measurements
The Company applies the provisions of the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 820, Fair Value
Measurements (“ASC 820”), for fair value measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also
establishes a framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received when selling
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining
the fair value for the assets and liabilities required or permitted to be recorded, the Company considers the principal or most advantageous
market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
ASC 820 establishes a fair value hierarchy that requires an entity
to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three
levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets that
are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices, other than those in Level 1, in
markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset
or liability,
Level 3: Prices or valuation techniques that require inputs
that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
There were no transfers between level 1, level 2 or level 3 measurements
during the three months ended December 31, 2025 and 2024.
F- 8
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Financial assets and liabilities of the Company are primarily comprised
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, 2025 and 2024, the carrying values
of these financial instruments approximated their fair values due to the short-term maturity of these instruments.
G. Segment information and geographic data
The Company is operating in one segment in accordance with the accounting
guidance in FASB ASC Topic 280, Segment Reporting . The company’s revenues are from customers in People’s Republic of
China (“PRC”). Most assets of the Company are located in the PRC.
H. Revenue recognition
The Company adopted FASB ASC Section 606 — Revenue from Contracts
with Customers. Under ASC 606, the Company recognizes revenue from the sales of products and services by applying the following steps:
(1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price;
(4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue as each performance obligation
is satisfied.
The Company recognizes revenue when the amount of revenue can be reliably
measured, it is probable that economic benefits will flow to the entity, and specific criteria have been met for each of the Company’s
activities as described below.
Service Revenue
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.
Cost of service revenue consists primarily of the purchase cost, staff
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
I. Income taxes
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.
F- 9
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
The application of tax laws and regulations is subject to legal and
factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in
fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability may be materially
different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded
tax liabilities or the deferred tax asset valuation allowance.
As a result of the implementation of ASC 740-10, the Company made a
comprehensive review of its portfolio of tax positions in accordance with recognition standards established by ASC 740-10. The Company
recognized no material adjustments to liabilities or shareholder’s equity as a result of the implementation.
J. Earnings (loss) per share
The Company computes earnings (loss) per share (“EPS”)
in accordance with ASC 260, Earnings Per Share . ASC 260 requires companies with complex capital structures to present basic and
diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding during the period.
Diluted EPS is similar to basic EPS but presents the dilutive effect
on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had
been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted EPS includes the estimated
impact of the exercise of contracts to purchase common stock using the treasury stock method and the potential shares of converted common
stock associated with the convertible debt using the if-converted method. Potential common shares that have an anti-dilutive effect (i.e.,
those that increase earnings per share or decrease loss per share) are excluded from the calculation of diluted EPS.
K. Leases
In February 2016, the FASB issued ASU 2016-02–Leases (Topic 842),
which increases transparency and comparability among organizations by recognizing right-of-use (“ROU”) lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU maintains a distinction between finance
leases and operating leases, which is substantially similar to the classification criteria for distinguishing between capital leases and
operating leases in the previous lease guidance. Retaining this distinction allows the recognition, measurement and presentation of expenses
and cash flows arising from a lease to remain similar to the previous accounting treatment. A lessee is permitted to make an accounting
policy election by class of underlying asset to exclude from balance sheet recognition any lease assets and lease liabilities with
a term of 12 months or less, and instead to recognize lease expense on a straight-line basis over the lease term. For both financing and
operating leases, the ROU asset and lease liability is initially measured at the present value of the lease payments in the consolidated
balance sheet. In July 2018, the FASB issued ASU 2018-11 which provides entities with the option to initially apply the new lease standard
at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption,
if necessary.
L. Cash and cash equivalents
As of December 31, 2025, cash consists of bank
deposits and deposits, WeChat deposits, Alipay deposits, and corporate platform deposits, 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.
M. Restricted Cash
As of December 31, 2025 and September 30, 2025, restricted cash includes
bank deposits held at Zhongguancun Bank, which are subject to restrictions on withdrawal and use. These funds are classified as restricted
cash because they may not be released or become available for general use within one year. The Company is currently applying to lift the
restrictions on these funds; however, the timing of any release remains uncertain.
N. Recently adopted accounting pronouncements
We do not believe that any recently issued but not yet effective accounting
standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash
flows.
F- 10
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 3. PREPAYMENTS
At December 31, 2025 and September 30, 2025, prepayments
consisted of:
December 31,
September 30,
2025
2025
Prepayments related to product sales business
$ 235,304
$ 298,356
Prepaid consulting service fee
-
42,221
Prepaid rental fees
646
851
Transaction agency fee
699
699
Total Prepayments
236,649
342,127
NOTE 4. OTHER RECEIVABLES
At December 31, 2025 and September 30, 2025, other receivables consisted
of:
December 31,
September 30,
2025
2025
Shanghai Ctrip International Travel Agency Co., Ltd
$ 712
$ 703
Wang Shengchun
1,100
-
Value-added Tax
333
-
Total other receivables
$ 2,145
$ 703
F- 11
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO.,
LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 5. ADVANCE FROM CUSTOMERS
At December 31, 2025 and September
30, 2025, advance from customers consisted of the following:
Name
December 31,
2025
September 30,
2025
Pre-collected member funds
$ 33,583
$ 26,098
Total
$ 33,583
$ 26,098
As of December 31, 2025 and September 30, 2025,
advances from customers totaled $ 33,583 and 26,098 . The Company receives prepayments from customers who subscribe for a membership in
the Company. These pre-collected member funds can be used by customers to offset purchases of the company’s products.
NOTE 6. DUE
TO RELATED PARTIES
Due
to related parties consists of the following:
Name of related party
December 31,
2025
September 30,
2025
Interest-free loan and payment of company expenses:
Huang Fang
$ 233,005
$ 182,463
Beijing Devoter Oriental Co., Ltd.
9,626
9,626
Shanghai Maitong Cultural Technology Co., Ltd
70,908
70,156
Total
$ 313,539
$ 262,245
As of December 31, 2025 and September 30, 2025, the Company owed Huang
Fang a balance of $ 233,005 and $ 182,463 , which represented expenses paid on behalf of the Company and the interest-free loan she provided
to the Company.
As of December 31, 2025 and September 30, 2025, 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 December 31, 2025 and September 30, 2025, the Company had a balance
of $ 70,908 and $ 70,156 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 she is a major shareholder
of Shanghai Maitong Cultural Technology Co., Ltd.
NOTE 7. ACCRUED EXPENSES
At December 31, 2025 and September 30, 2025, accrued expenses consisted
of:
December 31,
September 30,
2025
2025
Audit fee
$ 51,000
$ 75,000
Payroll payable
11,570
10,726
Social security payable
4,554
4,933
Accounting - other
-
2,500
Total accrued expenses
$ 67,124
$ 93,159
As of December 31, 2025 and September 30, 2025, the Company recorded
payables to its auditor of $ 51,000 and $ 75,000 for services in connection with the review of the Company’s financial statements
for the quarter ended December 31, 2025 and the audit of the Company’s financial statements for the year ended September 30, 2025.
F- 12
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 8. OTHER PAYABLES
At December 31, 2025 and September 30, 2025, other payables consisted
of:
December 31,
September 30,
2025
2025
Other Statutory Taxes and Levies
$
154
$
637
Value-added Tax
-
4,533
Total
$
154
$
5,170
NOTE 9. 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 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. On December 1, 2025, Tongzhilian further renewed
the operating lease agreement for the period from December 1, 2025 to November 30, 2026,Tongzhilian committed to make lease payments of
approximately $ 36,689 (RMB 259,605 ) for that period.
For the three months ended December 31, 2025 and 2024, the lease amortization
expense was $ 8,849 and $ 8,930 , respectively.
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 Tongzhilian.
As of December 31, 2025 and 2024, the Company had the following amounts
recorded on the Company’s consolidated balance sheet:
As of December 31,
2025
2024
Assets
Right-of-use asset
$ 30,677
$ 32,189
Total
$ 30,677
$ 32,189
Liabilities
Operating lease liability, current
$ 30,677
$ 32,189
Operating lease liability, less current portion
-
-
Total
$ 30,677
$ 32,189
Future annual minimum lease payments for non-cancellable operating
leases are as follows:
Period Ending December 31,
2026
$ 25,414
Thereafter
5,647
Total
31,061
Less: imputed interest
384
Total
$ 30,677
F- 13
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 10. INCOME TAXES
United States
MGSD is a Nevada corporation subject to U.S. federal and state taxes.
Pursuant to the Tax Cuts and Jobs Act enacted on December 31, 2017, the U.S. federal corporate income tax rate was reduced to 21%.
Samoa
MGSD Samoa was incorporated in Samoa and, under the current laws of
Samoa, is not subject to income tax in Samoa.
Hong Kong
MGSD HK was incorporated in Hong Kong and is subject to Hong Kong
profits tax. MGSD HK is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong
Kong. The applicable statutory tax rate is 16.5 %. The Company did not have any income (loss) subject to the Hong Kong profits tax.
China
Tongzhilian is subject to a 25 % standard enterprise income tax in the
PRC. There was no income tax expense accrued for the three months ended December 31, 2025.
A reconciliation or net income before income taxes for domestic
and foreign locations for the three months ended December 31, 2025 and 2024 is as follows:
For the Three Months Ended
December 31,
2025
2024
United States
$ ( 24,670 )
$ ( 34,558 )
Foreign
( 95,985 )
308,451
Before income taxes
$ ( 120,655 )
$ 273,893
The difference between the U.S. federal statutory income tax rate and
the Company’s effective tax rate was as follows:
For the Three Months Ended
December 31,
2025
2024
Income tax (benefit) at USA statutory rate
21 %
21 %
U.S. valuation allowance
( 21 )%
( 21 )%
Effective combined tax rate
0 %
0 %
F- 14
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 10. INCOME TAXES (continued)
The
difference between the PRC statutory income tax rate and the PRC effective tax rate was as follows:
For the Three Months Ended
December 31,
2025
2024
Income tax (benefit) at PRC statutory rate
25 %
25 %
PRC valuation allowance
0 %
0 %
Tax preference
( 25 )%
10 %
Effective combined tax rate
0 %
35 %
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
in China.
The Company incurred losses from its United States operations during
the three months ended December 31 , 2025 and 2024 of $ 24,670 and $ 34,558 . 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 $ 93,951 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 $ 45,316 for the three months ended December 31, 2025.
The Company is subject to examination by the Internal Revenue Service
(IRS) in the United States as well as by the taxing authorities in China, where the firm has significant business operations. The tax
years under examination vary by jurisdiction. The table below presents the earliest tax year that remain subject to examination by major
jurisdiction.
The year as of
U.S. Federal September 30, 2024
China December 31, 2024
F- 15
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 11. CONTINGENCIES
Contingencies
Certain conditions may exist as of the date the consolidated financial
statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur
or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or
unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings
or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
If the assessment of a contingency indicates that it is probable that
a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the
Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably
possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range
of possible loss if determinable and material would be disclosed.
Loss contingencies considered to be remote by management are generally
not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
The Company was not subject to any material loss contingency as of
December 31, 2025.
NOTE 12. BASIC AND DILUTED EARNINGS PER SHARE
Basic net income per share is computed using the weighted average number
of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares
and, if dilutive, potential common shares outstanding during the period. Potential common shares comprise shares issuable upon the exercise
of share-based awards, using the treasury stock method. The reconciliation of the numerators and denominators of the basic and diluted
earnings per share computations for income from continuing operations is shown as follows:
For the Three Months Ended
December 31,
2025
2024
Numerator:
Net income (loss) attributable to common stockholders
$ ( 120,601 )
$ 166,993
Denominator:
Basic and diluted weighted-average number of shares outstanding
60,500,000
60,000,000
Net income (loss) per share:
Basic and diluted
$ ( 0.0020 )
$ 0.0028
NOTE 13. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date on which
the consolidated financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2025
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.”
F- 16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.