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                            March 7, 2024

       Huang Fang
       Chief Executive Officer
       Maitong Sunshine Cultural Development Co., Ltd
       Room 202, Gate 6, Building 9, Yayuan
       Anhui Beili, Chaoyang District, Beijing, China

                                                        Re: Maitong Sunshine
Cultural Development Co., Ltd
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed February 22,
2024
                                                            File No. 333-276152

       Dear Huang Fang:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our February 8, 2024
letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   We note your response
to prior comment 1 and reissue it in part. Please expand the
                                                        disclosure in your
Prospectus Summary with respect to the consequences to you and your
                                                        investors if you or
your subsidiaries (i) do not receive or maintain required permissions
                                                        or approvals, (ii)
inadvertently conclude that such permissions or approvals are not
                                                        required, or (iii)
applicable laws, regulations, or interpretations change and you are
                                                        required to obtain such
permissions or approvals in the future.
       Risk Factors
       Risks of Doing Business in the PRC, page 25

   2.                                                   We note your response
to prior comment 2 and reissue it in part. Given the Chinese
                                                        government   s
significant oversight and discretion over the conduct and operations of your
 Huang Fang
Maitong Sunshine Cultural Development Co., Ltd
March 7, 2024
Page 2
         business, please highlight separately the risk that the Chinese
government may intervene
         or influence your operations at any time, which could result in a
material change in your
         operations and/or the value of your securities. We remind you that,
pursuant to federal
         securities rules, the term    control    (including the terms
controlling,       controlled by,    and
            under common control with   ) means    the possession, direct or
indirect, of the power to
         direct or cause the direction of the management and policies of a
person, whether through
         the ownership of voting securities, by contract, or otherwise.
General

3.       We note your response to prior comment 6 and reissue it. The Sample
Letters to China-
         Based Companies sought specific disclosure relating to the risk that
the PRC government
         may intervene in or influence your operations at any time, or may
exert control over
         operations of your business, which could result in a material change
in your operations
         and/or the value of the securities you are registering for sale, and
the acknowledgement of
         any risks that any actions by the Chinese government to exert more
oversight and control
         over offerings that are conducted overseas and/or foreign investment
in China-based
         issuers could significantly limit or completely hinder your ability to
offer or continue to
         offer securities to investors and cause the value of such securities
to significantly decline
         or be worthless. We remind you that, pursuant to federal securities
rules, the term
            control    (including the terms    controlling,       controlled
by,    and    under common control
         with   ) as defined in Securities Act Rule 405 means    the
possession, direct or indirect, of
         the power to direct or cause the direction of the management and
policies of a person,
         whether through the ownership of voting securities, by contract, or
otherwise.    We do not
         believe that your revised disclosure appearing in the Summary and Risk
Factor sections
         relating to legal and operational risks associated with operating in
China and PRC
         regulations conveys the same risk. Please revise to provide the
required disclosures.
4.     We note your revised disclosure in response to prior comment 7 that the
Trial
       Administrative Measures of Overseas Securities Offering and Listing by
Domestic
       Companies at present require only reporting by the parent of a Chinese
operating company
       that offers securities on an offshore securities market, and at the
present time, you are not
       subject to the filing requirements in the Trial Measures because you are
not making this
       offering on an established securities market. With respect to your
belief that you are
       not required to complete the filing with the CSRC for this offering,
please disclose how
FirstName LastNameHuang Fang
       you reached such conclusion, including whether you are relying on the
opinion of counsel.
Comapany    NameMaitong
       If you are relying onSunshine  Cultural
                              the opinion      Development
                                          of counsel  for suchCo., Ltd
                                                              conclusion,
please identify counsel in
March the  registration
       7, 2024  Page 2 statement, and file a consent from counsel.
FirstName LastName
 Huang Fang
FirstName  LastNameHuang    Fang
Maitong Sunshine  Cultural Development Co., Ltd
Comapany
March      NameMaitong Sunshine Cultural Development Co., Ltd
       7, 2024
March3 7, 2024 Page 3
Page
FirstName LastName
       Please contact Joseph Klinko at 202-551-3824 or Yong Kim at 202-551-3323
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at 202-551-6548 with
any other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Energy &
Transportation
cc:      Robert Brantl, Esq.