UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period
ended
or
For the transition period from _____________ to ____________
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| ☐ | Smaller reporting company | ||
| Emerging growth company | |||
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* * * * *
TABLE OF CONTENTS
| Page | |||
| PART I—FINANCIAL INFORMATION | |||
| Item 1 | Financial Statements | 1 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 6 | |
| Item 4. | Controls and Procedures | 6 | |
| PART II—OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 7 | |
| Item 1A. | Risk Factors | 7 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 7 | |
| Item 3. | Defaults Upon Senior Securities | 7 | |
| Item 4. | Mine Safety Disclosure | 7 | |
| Item 5. | Other Information | 7 | |
| Item 6. | Exhibits | 8 |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
1
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO.,
LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
| As of March 31, | As of September 30, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Advance from customers | ||||||||
| Accrued expenses | ||||||||
| Due to related parties | ||||||||
| Other payables | ||||||||
| Income tax payable | ||||||||
| Operating lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Equity (Deficit): | ||||||||
| Preferred stock; $ | ||||||||
| Common stock; $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained Earnings (Accumulated deficit) | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and equity (deficit) | $ | $ | ||||||
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 March 31, | For the Six Months Ended March 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Income from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense) | ( | ) | ||||||||||||||
| Income before provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Comprehensive income: | ||||||||||||||||
| Net income | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Comprehensive income | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Basic and diluted earnings per share | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Weighted average number of shares outstanding | ||||||||||||||||
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, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Capital subscription received | - | |||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| 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, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||
| Net profit | - | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Net profit (loss) | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Shares issued | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
F-3
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (EXPRESSED IN US DOLLARS)
| For the Six Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Income before provision for income taxes | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Operating lease expense | ||||||||
| Interest expense | ||||||||
| Shares Compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepayments | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Customer deposits | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Lease payment | ( | ) | ( | ) | ||||
| Income tax payable | ( | ) | ||||||
| Other payables | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of fixed assets | ( | ) | ||||||
| Net cash (used in) investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from subscription | ||||||||
| Loans from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate fluctuation on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest expense | $ | $ | ||||||
| Supplemental disclosure of non-cash activities | ||||||||
| Right-of-use assets and related lease liabilities | $ | $ | ||||||
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
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(UNAUDITED) (AMOUNTS 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 Tongzhilian, which has headquarters in Beijing, China, has provided cultural tourism (including Education Tours and Family Tours) and the sale of gift products, Chinese cultural and creative products, as well as a hotel reservation service. MGSD plans to market arts expositions in the future. The Company currently has 12 full-time employees.
MGSD’s subsidiaries includes:
| Maitong Sunshine Cultural Development Co., Limited (Samoa) (“MGSD Samoa”), initially named Oriental Culture Development Co., Limited, was established on September 7, 2023 under the laws of Samoa. On November 27, 2023, MGSD issued | |
| 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 | |
| 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 |
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
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(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
MGSD’s subsidiaries as of March 31, 2025 are listed as follows:
| Name | Place of Incorporation | Attributable equity interest % | Authorized capital | |||||
| Maitong Sunshine Cultural Development Co., Limited | USD | | ||||||
| Maitong Sunshine Cultural Development Co., Limited | HKD | | ||||||
| Beijing Tongzhilian Cultural Development Co., Ltd | HKD | | ||||||
| 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.
F-6
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(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 March 31, | For the Six Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| (USD to RMB/ USD to HKD) | (USD to RMB/ USD to HKD) | (USD to RMB/ USD to HKD) | (USD to RMB/ USD to HKD) | |||||||||||||||
| Assets and liabilities | period end exchange rate | |||||||||||||||||
| Revenue and expenses | period weighted average | |||||||||||||||||
| 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 six months ended March
31, 2025, the Company did not have a single customer that accounted for more than 10% of its total revenue.
| For the Six Months Ended March 31, 2025 | For the Six Months Ended March 31, 2024 | |||||||||||||||
| Revenue | Percentage of revenue | Revenue | Percentage of revenue | |||||||||||||
| Customer A | $ | $ | % | |||||||||||||
| Customer B | % | |||||||||||||||
| Customer C | % | |||||||||||||||
| Customer D | % | |||||||||||||||
For the three months ended March
31, 2025, the Company did not have a single customer that accounted for more than 10% of its total revenue.
| For the Three Months Ended March 31, 2025 | For the Three Months Ended March 31, 2024 | |||||||||||||||
| Revenue | Percentage of revenue | Revenue | Percentage of revenue | |||||||||||||
| Customer A | $ | $ | % | |||||||||||||
| Customer B | % | |||||||||||||||
| Customer C | % | |||||||||||||||
| Customer D | % | |||||||||||||||
F-7
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
For the six months ended March 31, 2025 and 2024, the Company had 1 major supplier in each year that accounted for over 10% of its total cost of revenue.
| For the Six Months Ended March 31, 2025 | For the Six Months Ended March 31, 2024 | |||||||||||||||
| Cost of Revenue | Percentage of Cost of revenue | Cost of Revenue | Percentage of Cost of revenue | |||||||||||||
| Supplier A | $ | % | $ | |||||||||||||
| Supplier B | % | |||||||||||||||
For the three months ended March 31, 2025 and 2024, the Company had 2 and 1 major supplier in each year that accounted for over 10% of its total cost of revenue.
| For the Three Months Ended March 31, 2025 | For the Three Months Ended March 31, 2024 | |||||||||||||||
| Cost of Revenue | Percentage of Cost of revenue | Cost of Revenue | Percentage of Cost of revenue | |||||||||||||
| Supplier A | $ | $ | % | |||||||||||||
| Supplier B | % | |||||||||||||||
| Supplier C | % | |||||||||||||||
| 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 six months ended March 31, 2025 and 2024.
F-8
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(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 March 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
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(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 |
As of March 31, 2025, cash consists of bank deposits and deposits in Alipay, which are unrestricted as to withdrawal and use. All highly liquid investments with original stated maturities of three months or less are classified as cash.
| M. | 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
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 3. PREPAYMENTS
At March 31, 2025 and September 30, 2024, prepayments consisted of:
| March 31, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Shenzhen Hongyuexing Technology Co., Ltd | $ | $ | ||||||
| Hainan Wanshishunda 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 | ||||||||
| Beijing Yiguanjia Health Technology Co., Ltd | ||||||||
| Others | ||||||||
| Total Prepayments | $ | $ | ||||||
NOTE 4. OTHER RECEIVABLES
At March 31, 2025 and September 30, 2024, other receivables consisted of:
| March 31, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Shanghai Ctrip International Travel Agency Co., Ltd | $ | $ | ||||||
| Receivable from UnionPay Business Co., Ltd. Beijing Branch (payment collection service institution) | ||||||||
| Total other receivables | $ | $ | ||||||
NOTE 5. INVENTORIES
At March 31, 2025 and September 30, 2024, Inventories consisted of the following:
March 31, 2025 | September 30, 2024 | |||||||
| Inventories | $ | $ | ||||||
| Total | $ | $ | ||||||
F-11
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 6. ADVANCE FROM CUSTOMERS
At March 31, 2025 and September 30, 2024, advance from customers consisted of the following:
| Name | March 31, 2025 | September 30, 2024 | ||||||
| Pre-collected member funds | $ | $ | ||||||
| Total | $ | $ | ||||||
As of March 31, 2025 and September 30, 2024, advances
from customers totaled $
NOTE 7. DUE TO RELATED PARTIES
Due to related parties consists of the following:
| Name of related party | March 31, 2025 | September 30, 2024 | ||||||
| Interest-free loan and payment of company expenses: | ||||||||
| Huang Fang | $ | $ | ||||||
| Beijing Devoter Oriental Co., Ltd. | ||||||||
| Shanghai Maitong Cultural Technology Co., Ltd | ||||||||
| Total | $ | $ | ||||||
As of March 31, 2025 and September 30, 2024, the Company owed Huang
Fang a balance of $
As of March 31, 2025 and September 30, 2024, the Company had a balance
of $
As of March 31, 2025, the Company had a balance of $
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 8. ACCRUED EXPENSES
At March 31, 2025 and September 30, 2024, accrued expenses consisted of:
| March 31, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Audit fee | $ | $ | ||||||
| Payroll payable | ||||||||
| Social security payable | ||||||||
| PragerMetis | ||||||||
| Vstock Transfer | ||||||||
| Total accrued expenses | $ | $ | ||||||
As of March 31, 2025 and September 30, 2024, the Company recorded payables
to its auditor of $
As of March 31, 2025 and September 30, 2024, the Company recorded payroll
payable of $
As of March 31, 2025, and September 30,2024, the Company recorded social
security payable of $
F-12
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 9. OTHER PAYABLES
At March 31, 2025 and September 30, 2024, other payables consisted of:
| March 31, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Value added tax and surtax | $ | $ | ||||||
| Total | $ | $ | ||||||
NOTE 10. 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
For the six months ended March 31, 2025 and 2024, the lease amortization
expense was $
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
As of March 31, 2025 and September 30, 2024, the Company had the following amounts with respect to its lease recorded on the Company’s consolidated balance sheet:
| As of | ||||||||
| March 31, 2025 | September 30, 2024 | |||||||
| Assets | ||||||||
| Right-of-use asset | $ | $ | ||||||
| Total | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liability, current | $ | $ | ||||||
| Operating lease liability, less current portion | ||||||||
| Total | $ | $ | ||||||
Future annual minimum lease payments for non-cancellable operating leases are as follows:
| Period Ending March 31, | ||||
| 2025 | $ | |||
| Thereafter | ||||
| Total | ||||
| Less: imputed interest | ||||
| Total | $ | |||
F-13
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 11. INCOME TAXES
United States
MGSD is a Nevada corporation that is subject to U.S. federal tax and
state tax. On December 31, 2017 the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs
Act (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing
the U.S. federal corporate income tax rate from
Samoa
MGSD Samoa was incorporated in Samoa and, under the current laws of Samoa, is not subject to income tax.
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
China
Tongzhilian is subject to a
A reconciliation of income before income taxes for domestic and foreign locations for the six months ended March 31, 2025 and 2024 is as follows:
| For the Six Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| United States | $ | ( | ) | $ | ( | ) | ||
| Foreign | ( | ) | ||||||
| Before income taxes | $ | $ | ( | ) | ||||
The difference between the U.S. federal statutory income tax rate and the Company’s effective tax rate was as follows:
| For the Six Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Income tax (benefit) at USA statutory rate | % | % | ||||||
| U.S. valuation allowance | ( | )% | ( | )% | ||||
| Effective combined tax rate | % | % | ||||||
F-14
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 11. INCOME TAXES (continued)
The difference between the PRC statutory income tax rate and the PRC effective tax rate was as follows:
| For the Six Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Income tax (benefit) at PRC statutory rate | % | % | ||||||
| PRC valuation allowance | % | % | ||||||
| Tax preference | % | ( | )% | |||||
| 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 in China.
The Company incurred losses from its United States operations during
the six months ended March 31, 2025 and 2024 of $
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 year as of | ||
| U.S. Federal | ||
| China |
F-15
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2025 AND 2024
(UNAUDITED) (AMOUNTS IN US DOLLARS)
NOTE 12. 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 March 31, 2025.
NOTE 13. 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.
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Basic and diluted weighted-average number of shares outstanding | ||||||||
| Net income (loss) per share: | ||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| For the Six Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Basic and diluted weighted-average number of shares outstanding | ||||||||
| Net income (loss) per share: | ||||||||
| Basic and diluted | $ | $ | ( | ) | ||||
NOTE 14. 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 March 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
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of such financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate these estimates, including those related to useful lives of real estate assets, bad debts, impairment, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.
Application of Critical Accounting Policies
The discussion and analysis of the Company’s financial condition and results of operations is based upon its condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These items are monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.
In connection with the preparation of our financial statements for the six months ended March 31, 2025, there was no accounting estimate made which was (a) subject to a high degree of uncertainty and (b) material to our results.
Results of Operations
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
The following table summarizes our operating results for three months ended March 31, 2025 and 2024.
| For the Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| (Unaudited) | (Unaudited) | $ | % | |||||||||||||
| Revenue | $ | 71,892 | $ | 140,986 | $ | (69,094 | ) | (49 | )% | |||||||
| Cost of revenue | 44,878 | 85,911 | (41,033 | ) | (48 | )% | ||||||||||
| Gross Profit | 27,014 | 55,075 | (28,061 | ) | (51 | )% | ||||||||||
| Selling, general and administrative expenses | 152,280 | 79,701 | 72,579 | 91 | % | |||||||||||
| Income (loss) from operations | (125,266 | ) | (24,626 | ) | (100,640 | ) | 409 | % | ||||||||
| Other income(expense) | - | - | - | - | ||||||||||||
| Income before provision for income taxes | (125,266 | ) | (24,626 | ) | (100,640 | ) | 409 | % | ||||||||
| Provision for income taxes | - | 282 | (282 | ) | (100 | )% | ||||||||||
| Net Income (Loss) | $ | (125,266 | ) | $ | (24,908 | ) | $ | (100,358 | ) | 403 | % | |||||
2
Tongzhilian’s revenue was $71,892 during the three months ended March 31, 2025. All our revenue was generated by our subsidiary Tongzhilian, which provided its cultural tourism services, hotel reservation services and product sales throughout the period.
Revenue during the three months ended March 31, 2025 decrease by 49% compared to the operating revenue of $140,986 for the three months ended March 31, 2024. Recent revenue was primarily attributable to our sale of products, with 92% of our revenue, or $66,401, during the three months ended March 31, 2025, derived from such sales. The cost of revenue attributable to the sale of products was $41,264, which was our procurement cost for products sold.
During the three months ended March 31, 2025, the remaining 8% of Tongzhilian’s revenue – i.e. $5,491 - arose from its sale of tourism services and hotel reservation services. The cost of service revenue was $3,614, primarily attributable to the costs associated with engaging tour suppliers.
For the three months ended March 31, 2025, we realized a gross profit margin of 38%, as our gross profit amounted to $27,014.
In the three months ended March 31, 2025, our total revenue experienced a significant decline of 93% when compared to the operating revenue of $1,022,155 recorded in the three months ended December 31, 2024. This disparity can primarily be attributed to the surge in sales of products during the three months ended December 31, 2024 in anticipation of New Year and the Chinese Spring Festival that commenced in January.
Operating expenses for the three months ended March 31, 2025 consisted primarily of salaries and benefits, office expenses and rentals and leases and professional fees. Our $152,280 in operating expenses during this period were primarily attributable to:
| ● | $7,000 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States. |
| ● | $48,450 in salaries and benefits, |
| ● | $87,614 in office expenses, which included $75,000 represented by the fair value of 500,000 shares of the Company’s common stock that we issued to StockVest in exchange for investor and public relations services. |
| ● | $8,719 in Rentals and leases. |
For the reasons described above, our net loss for the three months ended March 31, 2025 was $125,266.
Six Months Ended March 31, 2025 Compared to Six Months Ended March 31, 2024
The following table summarizes our operating results for six months ended March 31, 2025 and 2024.
| For the Six Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||
| (Unaudited) | (Unaudited) | $ | % | |||||||||||||
| Revenue | $ | 1,094,047 | $ | 264,956 | $ | 829,091 | 313 | % | ||||||||
| Cost of revenue | 687,225 | 161,750 | 525,475 | 325 | % | |||||||||||
| Gross Profit | 406,822 | 103,206 | 303,616 | 294 | % | |||||||||||
| Selling, general and administrative expenses | 258,195 | 180,134 | 78,061 | 43 | % | |||||||||||
| Income (loss) from operations | 148,627 | (76,928 | ) | 225,555 | (293 | )% | ||||||||||
| Other income(expense) | - | (107 | ) | 107 | (100 | )% | ||||||||||
| Income before provision for income taxes | 148,627 | (77,035 | ) | 225,662 | (293 | )% | ||||||||||
| Provision for income taxes | 106,900 | 367 | 106,533 | 29,028 | % | |||||||||||
| Net Income (Loss) | $ | 41,727 | $ | (77,402 | ) | $ | 119,129 | (154 | )% | |||||||
3
Tongzhilian’s revenue was $1,094,047 during the six months ended March 31, 2025. All our revenue was generated by our subsidiary Tongzhilian, which provided its cultural tourism services, hotel reservation services and product sales throughout the period.
Revenue during the six months ended March 31, 2025 increase by 313% compared to the operating revenue of $264,956 for the six months ended March 31, 2024. Recent revenue was primarily attributable to our sale of products, with 81% of our revenue, or $884,720, during the six months ended March 31, 2025, derived from such sales. The cost of revenue attributable to the sale of products was $557,106, which was our procurement cost for products sold.
During the six months ended March 31, 2025, the remaining 19% of Tongzhilian’s revenue – i.e. $209,327 - arose from its sale of tourism services and hotel reservation services. The cost of service revenue was $130,119, primarily attributable to the costs associated with engaging tour suppliers.
For the six months ended March 31, 2025, we realized a gross profit margin of 37%, as our gross profit amounted to $406,822.
Operating expenses for the six months ended March 31, 2025 consisted primarily of salaries and benefits, office expenses and rentals and leases and professional fees. Our $258,195 in operating expenses during this period were primarily attributable to:
| ● | $25,582 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States. |
| ● | $97,468 in salaries and benefits, |
| ● | $116,611 in office expenses, including the $75,000 of stock compensation described above. |
| ● | $17,649 in Rentals and leases. |
For the reasons described above, our net income for the six months ended March 31, 2025 was $41,727.
Liquidity and Capital Resources
On March 31, 2025, the Company had $577,058 in cash and cash equivalents, a decrease of $121,249 during the six months then ended. The primary cause of the decrease in our cash balance was an increase of $126,164 in the balance to prepaid supplier and a decrease of $219,152 in the balance of advance from customers.
The balance of the loan to the Company from Huang Fang, our CEO, increased by $185,658 during the six months ended March 31, 2025. Nevertheless, we improved our working capital from a deficit of $16,711 at September 30, 2024 to working capital of $76,483 at March 31, 2025 by reducing the advance from customer balance by $219,152 as our obligations to members were settled through sales.
We anticipate that our future liquidity requirements will arise from the need to fund our growth, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations plus additional funds sourced from a public offering and/or debt financing. In the near term, we expect Huang Fang, our President, to continue to provide support, if needed. We do not, however, have any formal agreement with Ms. Huang requiring her to provide financing to the Company nor any method of enforcing our expectation. Therefore, we can provide no assurances that we will be able to generate sufficient cash flows from operations and/or obtain additional financing on terms satisfactory to us, if at all.
4
Cash Flows
The following unaudited table summarizes our cash flows for the six months ended March 31, 2025 and 2024.
| For the Six Months Ended March 31, | Change | |||||||||||
| 2025 | 2024 | $ | ||||||||||
| Net cash provided by (used in) operating activities | $ | (285.969 | ) | $ | (127,584 | ) | $ | (158,385 | ) | |||
| Net cash (used in) Investing activities | - | (3,729 | ) | 3,729 | ||||||||
| Net cash provided by financing activities | 189,300 | 154,056 | 35,244 | |||||||||
| Effect of exchange rate fluctuation on cash and cash equivalents | (24,580 | ) | (64 | ) | (24,516 | ) | ||||||
| Net increase in cash and cash equivalents | (121,249 | ) | 22,679 | (143,928 | ) | |||||||
| Cash and cash equivalents, beginning of period | 698,307 | - | 698,307 | |||||||||
| Cash and cash equivalents, end of period | $ | 577,058 | $ | 22,679 | $ | 554,379 | ||||||
During the six months ended March 31, 2025, our operations used net cash of $285,969. The main reason for the net cash outflow in the operations is that although the business achieved a net income of $41,727, prepayments increased by $128,098 and advance from customers decreased by $204,407 as customers applied their deposits to the purchase of products.
Our financing activities during the six months ended March 31, 2025 generated $189,300. This reflects an additional $189,300 in interest-free loans provided to the Company by our CEO, Huang Fang, and her affiliate entity. For the six months ended March 31, 2024, our financing activities generated $154,056, consisting of a $94,056 interest-free loan from Huang Fang and her affiliate entity and a $60,000 contributed by Huang Fang to fund our shareholders’ subscriptions.
Trends, Events and Uncertainties
The Company is expanding its product offerings to include more products. In addition, our marketing personnel are developing new customers with the intention of building a stable base of customers. In this manner, the Company hopes to increase sales to support the future operations and development of the Company. There is no guarantee that the Company’s new strategy will be successful.
The U.S. government, including the SEC, has made statements and taken actions that have led to changes in relations between the U.S. and China, and will impact companies with connections to the United States or China. Those actions by the U.S. government included imposing several rounds of tariffs affecting certain products manufactured in China and imposing sanctions and restrictions in relation to China. Actions by the SEC included issuing statements indicating that it would make enhanced review of companies with significant China-based operations. It is unknown whether and to what extent new legislation, executive orders, tariffs, laws or regulations will be adopted, or the effect that any such actions would have on U.S.-domiciled companies with significant connections to China, our industry or on us. Any unfavorable government policies on cross-border relations, including increased scrutiny on companies with significant China-based operations, capital controls or tariffs, may affect our ability to raise capital and the market price of our shares. If any new legislation, executive orders, tariffs, laws and/or regulations are implemented, if existing trade agreements are renegotiated or if the U.S. or Chinese governments take retaliatory actions due to the recent U.S.-China tensions, such changes could have an adverse effect on our business, financial condition and results of operations, our ability to raise capital and the market price of our shares. Changes in United States and China relations and/or regulations may adversely impact our business, our operating results, our ability to raise capital and the market price of our shares.
Other than the factors listed above we do not know of any trends, events or uncertainties that have had or are reasonably expected to have a material impact on our net sales or revenues or income from continuing operations.
5
Recent Accounting Pronouncements
There were no recent accounting pronouncements that we expect to have a material effect on the Company’s financial position or results of operations. Please refer to Note 2 of our condensed consolidated financial statements included in this quarterly report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 4. 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 are 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 disclosure.
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 March 31, 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 issue 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 were not effective as of March 31, 2025 for the purposes described in this paragraph.
Changes in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting came to management’s attention during the quarter ended March 31, 2025 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
6
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors.
There have been no material changes from the risk factors set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, as filed with the SEC on November 25, 2024.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
During the quarter ended March 31, 2025, the Company recorded one sales of unregistered shares:
On February 25, 2025, the Company issued a total of 500,000 shares with a fair value on the grant date of $0.15 per share to a company in exchange for a market awareness campaign and various public and investor relations services. The shares were sold in a private offering to an investor that was acquiring the shares for its own account. The offering, therefore, was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) of the Securities Act.
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Act during the quarter ended March 31, 2025.
Item 3. Defaults upon Senior Securities.
Not applicable
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information.
During the quarter ended March 31, 2025, no director or officer
7
Item 6. Exhibits
INDEX TO EXHIBITS
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
| Signature | Title | Date | |||
| By: | /s/ Huang Fang | Chief Executive Officer | May 14, 2025 | ||
| Huang Fang | (Principal Executive Officer) | ||||
| By: | /s/ Shang Jia | Chief Financial Officer | May 14, 2025 | ||
| Shang Jia | (Principal Financial and Accounting Officer) |
9