UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2024

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from_____________ to____________

 

Commission File Number: 0-56677

 

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada   93-4332287
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)

 

Room 202, Gate 6, Building 9, Yayuan,

Anhui Beili, Chaoyang District, Beijing,

China 100000

Office: +86 (010) 6492 7946

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
None   None   Not Applicable

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer  ☐
Non-accelerated filer   ☐ Smaller reporting company  ☒
  Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of the date of filing of this report, there were outstanding 60,000,000 shares of the issuer’s common stock, par value $0.001 per share.

 

* * * * *

 

 

 

 

 

 

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 5
Item 4. Controls and Procedures 5
     
  PART II—OTHER INFORMATION  
Item 1. Legal Proceedings 6
Item 1A. Risk Factors 6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Mine Safety Disclosure 6
Item 5. Other Information 6
Item 6. Exhibits 7

 

i

 

 

PART I – FINANCIAL INFORMATION

 

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, 2024 (Unaudited) and September 30, 2024 F-1
   
Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended December 31, 2024 and 2023 (Unaudited) F-2
   
Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended December 31, 2024 and 2023 (Unaudited) F-3
   
Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2024 and 2023 (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,		 
   2024   2024 
   (Unaudited)     
Assets        
Current Assets:        
Cash and cash equivalents  $1,022,727   $698,307 
Receivable from payment collection service institution   574    
-
 
Prepayments   42,684    44,352 
Other receivables   685    713 
Total current assets   1,066,670    743,372 
Property and equipment, net   2,404    2,803 
Right-of-use assets   32,189    6,159 
Total assets  $1,101,263   $752,334 
           
Liabilities and Stockholders’ Equity (Deficit)          
Current Liabilities:          
Accounts payable  $5,739   $8,991 
Advance from customers   292,308    461,946 
Accrued expenses   19,737    77,696 
Due to related parties   491,323    200,481 
Other payables   3,942    3,086 
Income tax payable   105,354    1,724 
Operating lease liabilities, current   32,189    6,159 
Total current liabilities   950,592    760,083 
Total liabilities   950,592    760,083 
           
Equity (Deficit):          
Preferred stock; $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2024 and September 30, 2024   
-
    
-
 
Common stock; $0.001 par value, 150,000,000 shares authorized; 60,000,000 shares issued and outstanding at December 31, 2024 and September 30, 2024   60,000    60,000 
Additional paid-in capital   
-
    
-
 
Retained Earnings (Accumulated deficit)   95,681    (71,312)
Accumulated other comprehensive income (loss)   (5,010)   3,563 
Total stockholders’ equity (deficit)   150,671    (7,749)
Total liabilities and equity (deficit)  $1,101,263   $752,334 

 

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,		 
   2024   2023 
         
Revenue  $1,022,155   $123,970 
Cost of revenue   642,347    75,839 
Gross profit   379,808    48,131 
           
Selling, general and administrative expenses   105,915    100,433 
Income from operations   273,893    (52,302)
Other income (expense)   
-
    (107)
Income before provision for income taxes   273,893    (52,409)
Provision for income taxes   106,900    85 
Net income  $166,993   $(52,494)
           
Comprehensive income:          
Net income  $166,993   $(52,494)
Foreign currency translation adjustment   (8,573)   32 
Comprehensive income  $158,420   $(52,462)
           
Basic and diluted eaming per share  $0.0028   $(0.0013)
Weighted average number of shares outstanding   60,000,000    40,708,696 

 

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   60,000,000   $60,000   $       -   $(60,000)  $(40,502)  $(12)  $(40,514)
Capital subscription received   -    -            -    60,000    -    -    60,000 
Net loss   -    -    -    -    (52,494)   -    (52,494)
Foreign currency translation adjustment   -    -    -    -    -    32    32 
Balance at December 31, 2023   60,000,000   $60,000   $-   $-   $(92,996)  $20   $(32,976)

 

   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   60,000,000   $60,000   $       -   $        -   $(71,312)  $3,563   $(7,749)
Capital subscription received   -    -    -    -    -    -    - 
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 

 

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 Three Months Ended
December 31,		 
   2024   2023 
Cash Flows from Operating Activities        
Income before provision for income taxes  $273,893   $(52,409)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   295    105 
Operating lease expense   8,930    8,703 
Interest expense   93    305 
Changes in operating assets and liabilities:          
Prepayments   (22)   
-
 
Receivable from payment collection service institution   (583)   
-
 
Accounts payable   (2,945)   
-
 
Customer deposits   (153,915)   
-
 
Other receivable   
-
    1,155 
Accrued expenses   (57,361)   (4,584)
Lease payment   (9,023)   (9,008)
Income tax payable   (1,681)   
-
 
Other payables   990    2,442 
Net cash provided by (used in) operating activities   58,671    (53,291)
           
Cash Flows from Investing Activities          
Purchase of fixed assets   
-
    (3,717)
Net cash (used in) investing activities   
-
    (3,717)
           
Cash Flows from Financing Activities          
Proceeds from subscription   
-
    60,000 
Loans from related parties   297,665    37,822 
Net cash provided by financing activities   297,665    97,822 
           
Effect of exchange rate fluctuation on cash and cash equivalents   (31,916)   721 
Net increase in cash and cash equivalents   324,420    41,535 
           
Cash and cash equivalents, beginning of year   698,307    
-
 
Cash and cash equivalents, end of year  $1,022,727   $41,535 
           
Supplemental disclosure of cash flow information          
Cash paid for income taxes  $1,681   $85 
Cash paid for interest expense  $93   $305 
           
Supplemental disclosure of non-cash activities          
Right-of-use assets and related lease liabilities  $32,189   $33,135 

 

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

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(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). During the recent fiscal quarter Tongzhilian also initiated 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 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

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(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, 2024 and 2023 are listed as follows:

 

Name     Place of Incorporation     Attributable
equity
interest %		   Authorized
capital		  
Maitong Sunshine Cultural Development Co., Limited  Samoa  100   USD1,000,000 
Maitong Sunshine Cultural Development Co., Limited  Hong Kong  100   HKD10,000 
Beijing Tongzhilian Cultural Development Co., Ltd  China  100   HKD1,000,000 

 

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.

 

F-6

 

 

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(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,		  
      2024  2023  
      (USD to RMB/
USD to HKD)		  (USD to RMB/
USD to HKD)		  
Assets and liabilities  period end exchange rate  7.2985/7.7658  7.0798/7.8085  
Revenue and expenses  period weighted average  7.1929/7.7744  7.2052/7.8138  

 

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, 2024, the company does not have a single customer that accounted for more than 10% of its total revenue. For the three months ended December 31, 2023, the Company had 5 major customers that each accounted for over 10% of its total revenue.

 

   For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023 
   Revenue   Percentage of
revenue		   Revenue   Percentage of
revenue		 
                 
Customer A  $
-
    
-
   $41,521    33%
Customer B   
-
    
-
    16,490    13%
Customer C   
-
    
-
    27,483    22%
Customer D   
-
    
-
    13,741    11%
Customer E   
-
    
-
    16,490    13%

 

F-7

 

 

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

For the three months ended December 31, 2024 and 2023, the Company had 1 major supplier in each year that accounted for over 10% of its total cost of revenue.

 

   For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023 
   Cost of Revenue   Percentage of
Cost of revenue		   Cost of Revenue   Percentage of
Cost of revenue		 
                 
Supplier A   
-
    
-
   $75,126    99%
Supplier B  $448,120    70%   
-
    
-
 

 

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, 2024 and 2023.

 

F-8

 

 

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(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, 2024 and 2023, 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

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(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 December 31, 2024, 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

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

 

NOTE 3. PREPAYMENTS

 

At December 31, 2024 and September 30, 2024, prepayments consisted of:

 

   December 31,   September 30, 
   2024   2024 
Jinjiu International Consulting Services (Beijing) Co., Ltd  $38,364   $39,915 
Beijing Shuangjiang Huixin Trading Co., Ltd   748    4,018 
Beijing Shengrui Minghua Tea Industry Co., Ltd   
-
    279 
Beijing Yiguanjia Health Technology Co., Ltd   316    140 
Shenzhen Huayufeng Technology Co., Ltd   355    
-
 
Lundao Zhuyeqing Tea Industry (Beijing) Co., Ltd   297    
-
 
Dongguan Jiasheng Daily Plastic Products Co., Ltd   362    
-
 
PragerMetis   1,544    
-
 
Vstock Transfer   699    
-
 
Total Prepayments  $42,684   $44,352 

 

NOTE 4. OTHER RECEIVABLES

 

At December 31, 2024 and September 30, 2024, other receivables consisted of:

 

   December 31,   September 30, 
   2024   2024 
Shanghai Ctrip International Travel Agency Co., Ltd  $685   $713 
Total other receivables  $685   $713 

 

NOTE 5. RECEIVABLE FROM PAYMENT COLLECTION SERVICE INSTIUTION

 

 Receivable from payment collection service institution consists of the following:

 

  

December 31,

2024

   September 30,
2024		 
UnionPay Business Co., Ltd. Beijing Branch  $574   $
            -
 
Total  $574   $
-
 

 

As of December 31, 2024 the receivable from payment collection service institution amounted to $574.

 

NOTE 6. ACCOUNTS PAYABLE

 

At December 31, 2024 and September 30, 2024, accounts payable consisted of the following:

 

Name  December 31,
2024		   September 30,
2024		 
Hebei Bailu Business Hotel Co., Ltd  $4,415   $8,991 
Others   1,324    
-
 
Total  $5,739   $8,991 

 

F-11

 

 

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

 

NOTE 7. ADVANCE FROM CUSTOMERS

 

At December 31, 2024 and September 30, 2024, advance from customers consisted of the following:

Name  December 31,
2024		   September 30,
2024		 
Pre-collected member funds  $292,308   $461,946 
Total  $292,308   $461,946 

 

As of December 31, 2024 and September 30, 2024, advances from customers totaled $292,308 and 461,946. 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 8. DUE TO RELATED PARTIES

 

Due to related parties consists of the following:

 

Name of related party  December 31,
2024		   September 30,
2024		 
Interest-free loan and payment of company expenses:        
Huang Fang  $480,477   $190,855 
Beijing Devoter Oriental Co., Ltd.   9,626    9,626 
Shanghai Maitong Cultural Technology Co., Ltd   1,220    
-
 
Total  $491,323   $200,481 

 

As of December 31, 2024 and September 30, 2024, the Company owed Huang Fang a balance of $480,477 and $190,855, which represented expenses paid on behalf of the Company and the interest-free loan she provided to the Company.

 

As of December 31, 2024 and September 30, 2024, 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, 2024, the Company had a balance of $1,220 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 9. ACCRUED EXPENSES

 

At December 31, 2024 and September 30, 2024, accrued expenses consisted of:

 

   December 31,   September 30, 
   2024   2024 
Audit fee  $5,000   $60,000 
Payroll payable   10,560    11,052 
Social security payable   4,177    4,346 
PragerMetis   
-
    1,500 
Vstock Transfer   
-
    798 
Total accrued expenses  $19,737   $77,696 

 

As of December 31, 2024 and September 30, 2024, the Company recorded payables to its auditor of $5,000 and $60,000 for services in connection with the audit of the Company’s financial statements for the quarter ended December 31, 2024 and the year ended September 30, 2024.

 

As of December 31, 2024 and September 30, 2024, the Company recorded payroll payable of $10,560 and $11,052.

 

As of December 31, 2024, and September 30,2024, the Company recorded social security payable of $4,177 and 4,346.

 

F-12

 

 

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

 

NOTE 10. OTHER PAYABLES

 

At December 31, 2024 and September 30, 2024, other payables consisted of:

 

   December 31,   September 30, 
   2024   2024 
Value added tax and surtax  $3,942   $3,086 
Total  $3,942   $3,086 

 

NOTE 11. 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.

 

For the three months ended December 31, 2024 and 2023, the lease amortization expense was $8,930 and $8,703, 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, 2024 and 2023, the Company had the following amounts recorded on the Company’s consolidated balance sheet:

 

   As of December 31, 
   2024    2023 
Assets        
Right-of-use asset  $32,189   $33,135 
Total  $32,189   $33,135 
           
Liabilities          
Operating lease liability, current  $32,189   $33,135 
Operating lease liability, less current portion   
-
    
-
 
Total  $32,189   $33,135 

 

Future annual minimum lease payments for non-cancellable operating leases are as follows:

 

Period Ending December 31,    
2025  $26,677 
Thereafter   5,929 
Total   32,606 
Less: imputed interest   417 
Total  $32,189 

 

F-13

 

 

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

 

NOTE 12. 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 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal corporate income taxes on dividends from foreign subsidiaries; (4) providing modification to subpart F provisions and new taxes on certain foreign earnings such as Global Intangible Low-Taxed Income (GILTI). Except for the one-time transition tax, most of these provisions went into effect starting January 1, 2018.

 

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 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 $106,900 accrued for income taxes for the three months ended December 31, 2024. Due to the fact that Tongzhilian’s revenue exceeded the upper limit for small-scale taxpayers in this quarter, Tongzhilian has been converted to a general taxpayer. All income for the current tax year (from January 1, 2024, to December 31, 2024) is subject to a corporate income tax rate of 25%. Therefore, the company had accrued an additionally corporate income tax for the period from January to September of 2024 at a rate of 25%, amounting to $29,524.

 

A reconciliation before income taxes for domestic and foreign locations for the three months ended December 31, 2024 and 2023 is as follows:

 

   For the Three Months Ended
December 31,		 
   2024    2023 
United States  $(34,558)  $(48,739)
Foreign   308,451    (3,670)
Before income taxes  $273,893   $(52,409)

 

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,		 
   2024    2023 
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

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

 

NOTE 12. 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,		 
   2024    2023 
Income tax (benefit) at PRC statutory rate   25%   25%
PRC valuation allowance   0%   1%
Tax preference   10%   (20)%
Effective combined tax rate   35%   6%

 

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, 2024 and 2023 of $34,558 and $48,739. 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 $48,635 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 $7,257 for the three months ended December 31, 2024.

 

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, 2023
China   December 31, 2023

 

F-15

 

 

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED) (AMOUNTS IN US DOLLARS)

 

NOTE 13. 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, 2024.

 

NOTE 14. 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,		 
   2024    2023 
Numerator:        
Net income (loss) attributable to common stockholders  $166,993   $(52,494)
Denominator:          
Basic and diluted weighted-average number of shares outstanding   60,000,000    40,708,696 
Net income (loss) per share:          
Basic and diluted  $0.0028   $(0.0013)

 

NOTE 15. 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, 2024 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 three months ended December 31, 2024, 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

 

The following table summarizes our operating results for three months ended December 31, 2024 and 2023.

 

   For the Three Months Ended     
   December 31,     
   2024   2023   Change 
   (Unaudited)   (Unaudited)   $   % 
Revenue  $1,022,155   $123,970   $898,185    725%
Cost of revenue   642,347    75,839    566,508    747%
Gross Profit   379,808    48,131    331,677    689%
Selling, general and administrative expenses   105,915    100,433    5,482    5%
Income (loss) from operations   273,893    (52,302)   326,195    (624)%
Other income(expense)   -    (107)   107    (100)%
Income before provision for income taxes   273,893    (52,409)   326,302    (632)%
Provision for income taxes   106,900    85    106,815    125,665%
Net Income (Loss)  $166,993   $(52,494)  $219,487    (418)%

 

2

 

 

Tongzhilian’s revenue was $1,022,155 during the three months ended December 31, 2024. All our revenue was generated by our subsidiary Tongzhilian, which provided its cultural tourism services and product sales throughout the year, and added hotel reservation services during the first quarter of the 2025 fiscal year.

 

Revenue during the three months ended December 31, 2024 increase by 725% compared to the operating revenue of $123,970 for the three months ended December 31, 2023. Recent revenue was primarily attributable to our sale of products, with 80% of our revenue, or $818,319, during the three months ended December 31, 2024, derived from such sales. The cost of revenue attributable to the sale of products was $515,842, which was our procurement cost for products sold.

 

During the three months ended December 31, 2024, the remaining 20% of Tongzhilian’s revenue – i.e. $203,836 - arose from its sale of tourism services and hotel reservation services. The cost of service revenue was $126,505, primarily attributable to the costs associated with engaging tour suppliers.

 

For the three months ended December 31, 2024, we realized a gross profit margin of 37%, as our gross profit amounted to $379,808.

 

Operating expenses for the three months ended December 31, 2024 consisted primarily of salaries and benefits, office expenses and professional fees. Our $105,915 in operating expenses during this period were primarily attributable to:

 

  ● $18,582 in professional fees and related expenses incurred as a result of our status as a reporting company in the United States.

 

  ● $49,018 in salaries and benefits,

 

  ● $28,997 in office expenses.

 

For the reasons described above, our net income for the three months ended December 31, 2024 was $166,993.

 

Liquidity and Capital Resources  

 

On December 31, 2024, the Company had $1,022,727 in cash and cash equivalents, an increase of $324,420 during the three months then ended. The primary cause of the increase in our cash balance was an increase of $290,842 in the balance of our CEO’s loan to Tongzhilian. The loan from Huang Fang, our CEO, also increased our working capital from a deficit of $16,711 at September 30, 2024 to working capital of $116,078 at December 31, 2024.

 

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.

 

3

 

 

Cash Flows

 

The following unaudited table summarizes our cash flows for the three months ended December 31, 2024 and 2023.

 

   For the Years Ended
December 31,		   Change 
   2024   2023   $ 
Net cash provided by (used in) operating activities  $58,671   $(53,291)  $111,962 
Net cash (used in) Investing activities   -    (3,717)   3,717 
Net cash provided by financing activities   297,665    97,822    199,843 
Effect of exchange rate fluctuation on cash and cash equivalents   (31,916)   721    (32,637)
Net increase in cash and cash equivalents   324,420    41,535    282,885 
Cash and cash equivalents, beginning of period   698,307    -    698,307 
Cash and cash equivalents, end of period  $1,022,727   $41,535   $981,192 

 

During the three months ended December 31, 2024, our operations provided net cash of $58,671. The primary factors contributing to this increase in cash was our net income for the quarter. These benefits were partially offset, however, by the effects of a membership program that we initiated during the last fiscal year, in which we offered members discounts on tours in exchange for their deposit of funds to be applied to future tours and product purchases. At September 30, 2024 the deposits totaled $461,946 and were recorded on our balance sheet at “Advances from Customers”. During the three months ended December 31, 2024, the balance of our Advances from Customers account fell by $153,915 as customers applied their deposits to the purchase of products. This use of prepayments to fund current sales resulted in a reduction in the cash provided by our operations during the three months ended December 31, 2024.

 

Our financing activities during the three months ended December 31, 2024 generated $297,665. This represented additional interest-free loans made by our CEO, Huang Fang, and her affiliate entity. For the three months ended December 31, 2023, our financing activities generated $97,822, consisting of a $37,822 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. 

 

4

 

 

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 December 31, 2024. 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 December 31, 2024 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 December 31, 2024 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

 

5

 

 

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 December 31, 2024, the Company did not complete any unregistered sales of equity securities.

 

The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Act during the quarter ended December 31, 2024.

 

Item 3. Defaults upon Senior Securities.

 

Not applicable

 

Item 4. Mine Safety Disclosure

 

Not applicable.

 

Item 5. Other Information.

 

During the quarter ended December 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

 

6

 

 

Item 6. Exhibits

 

INDEX TO EXHIBITS

 

Exhibit No.   Description of Exhibit
31.1   Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

7

 

 

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
         
/s/ Huang Fang   Chief Executive Officer   February 14, 2025
Huang Fang   (Principal Executive Officer)    
         
/s/ Shang Jia   Chief Financial Officer   February 14, 2025
Shang Jia   (Principal Financial and Accounting Officer)    

 

8

 

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Exhibit 31.1

 

Certification of Principal Executive Officer

 

Section 302 Certification

 

I, Huang Fang, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 14, 2025 /s/ Huang Fang
  Huang Fang, Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

 

Certification of Principal Financial Officer

 

Section 302 Certification

 

I, Shang Jia, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 14, 2025 /s/ Shang Jia
  Shang Jia, Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED (the “Company”) on Form 10-Q for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Huang Fang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/ Huang Fang Dated: February 14, 2025
  Huang Fang  
Title:  Chief Executive Officer
(Principal Executive Officer)		  

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED (the “Company”) on Form 10-Q for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shang Jia, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

By: /s/ Shang Jia Dated: February 14, 2025
  Shang Jia  

Title:

Chief Financial Officer

(Principal Financial Officer)

 

 

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Entity Registrant Name MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED  
Entity Central Index Key 0002003750  
Entity File Number 0-56677  
Entity Tax Identification Number 93-4332287  
Entity Incorporation, State or Country Code NV  
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Entity Address, Address Line Two Yayuan  
Entity Address, Address Line Three Anhui Beili  
Entity Address, City or Town Chaoyang District  
Entity Address, Country CN  
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Consolidated Balance Sheets - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Current Assets:    
Cash and cash equivalents $ 1,022,727 $ 698,307
Receivable from payment collection service institution 574
Prepayments 42,684 44,352
Other receivables 685 713
Total current assets 1,066,670 743,372
Property and equipment, net 2,404 2,803
Right-of-use assets 32,189 6,159
Total assets 1,101,263 752,334
Current Liabilities:    
Accounts payable 5,739 8,991
Advance from customers 292,308 461,946
Accrued expenses 19,737 77,696
Other payables 3,942 3,086
Income tax payable 105,354 1,724
Operating lease liabilities, current 32,189 6,159
Total current liabilities 950,592 760,083
Total liabilities 950,592 760,083
Equity (Deficit):    
Preferred stock; $0.001 par value, 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2024 and September 30, 2024
Common stock; $0.001 par value, 150,000,000 shares authorized; 60,000,000 shares issued and outstanding at December 31, 2024 and September 30, 2024 60,000 60,000
Additional paid-in capital
Retained Earnings (Accumulated deficit) 95,681 (71,312)
Accumulated other comprehensive income (loss) (5,010) 3,563
Total stockholders’ equity (deficit) 150,671 (7,749)
Total liabilities and equity (deficit) 1,101,263 752,334
Related Party    
Current Liabilities:    
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Dec. 31, 2024
Sep. 30, 2024
Statement of Financial Position [Abstract]    
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Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
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Consolidated Statements of Operations and Comprehensive (Income) (Unaudited) - USD ($)
 3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]    
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Cost of revenue 642,347 75,839
Gross profit 379,808 48,131
Selling, general and administrative expenses 105,915 100,433
Income from operations 273,893 (52,302)
Other income (expense) (107)
Income before provision for income taxes 273,893 (52,409)
Provision for income taxes 106,900 85
Net income 166,993 (52,494)
Comprehensive income:    
Net income 166,993 (52,494)
Foreign currency translation adjustment (8,573) 32
Comprehensive income $ 158,420 $ (52,462)
Basic earning per share (in Dollars per share) $ 0.0028 $ (0.0013)
Diluted earning per share (in Dollars per share) $ 0.0028 $ (0.0013)
Weighted average number of shares outstanding (in Shares) 60,000,000 40,708,696
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Consolidated Statements of Changes in Shareholders’ Equity/(Deficit) (Unaudited) - USD ($)
Common stock
Additional Paid-in Capital
Capital stock subscription receivable
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)
Total
Balance at Sep. 30, 2023 $ 60,000 $ (60,000) $ (40,502) $ (12) $ (40,514)
Balance (in Shares) at Sep. 30, 2023 60,000,000          
Capital subscription received 60,000 60,000
Net profit (loss) (52,494) (52,494)
Foreign currency translation adjustment 32 32
Balance at Dec. 31, 2023 $ 60,000 (92,996) 20 (32,976)
Balance (in Shares) at Dec. 31, 2023 60,000,000          
Balance at Sep. 30, 2024 $ 60,000 (71,312) 3,563 (7,749)
Balance (in Shares) at Sep. 30, 2024 60,000,000          
Capital subscription received
Net profit (loss) 166,993 166,993
Foreign currency translation adjustment (8,573) (8,573)
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Balance (in Shares) at Dec. 31, 2024 60,000,000          
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 3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash Flows from Operating Activities    
Income before provision for income taxes $ 273,893 $ (52,409)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 295 105
Operating lease expense 8,930 8,703
Interest expense 93 305
Changes in operating assets and liabilities:    
Prepayments (22)
Receivable from payment collection service institution (583)
Accounts payable (2,945)
Customer deposits (153,915)
Other receivable 1,155
Accrued expenses (57,361) (4,584)
Lease payment (9,023) (9,008)
Income tax payable (1,681)
Other payables 990 2,442
Net cash provided by (used in) operating activities 58,671 (53,291)
Cash Flows from Investing Activities    
Purchase of fixed assets (3,717)
Net cash (used in) investing activities (3,717)
Cash Flows from Financing Activities    
Proceeds from subscription 60,000
Loans from related parties 297,665 37,822
Net cash provided by financing activities 297,665 97,822
Effect of exchange rate fluctuation on cash and cash equivalents (31,916) 721
Net increase in cash and cash equivalents 324,420 41,535
Cash and cash equivalents, beginning of year 698,307
Cash and cash equivalents, end of year 1,022,727 41,535
Supplemental disclosure of cash flow information    
Cash paid for income taxes 1,681 85
Cash paid for interest expense 93 305
Supplemental disclosure of non-cash activities    
Right-of-use assets and related lease liabilities $ 32,189 $ 33,135
v3.25.0.1
Nature of Operations and Basis of Presentation
 3 Months Ended
Dec. 31, 2024
Nature of Operations and Basis of Presentation [Abstract]  
NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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). During the recent fiscal quarter Tongzhilian also initiated 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 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.
v3.25.0.1
Summary of Significant Accounting Policies
 3 Months Ended
Dec. 31, 2024
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2024 and 2023 are listed as follows:

 

Name     Place of Incorporation     Attributable
equity
interest %		   Authorized
capital		  
Maitong Sunshine Cultural Development Co., Limited  Samoa  100   USD1,000,000 
Maitong Sunshine Cultural Development Co., Limited  Hong Kong  100   HKD10,000 
Beijing Tongzhilian Cultural Development Co., Ltd  China  100   HKD1,000,000 

 

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.

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,		  
      2024  2023  
      (USD to RMB/
USD to HKD)		  (USD to RMB/
USD to HKD)		  
Assets and liabilities  period end exchange rate  7.2985/7.7658  7.0798/7.8085  
Revenue and expenses  period weighted average  7.1929/7.7744  7.2052/7.8138  

 

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, 2024, the company does not have a single customer that accounted for more than 10% of its total revenue. For the three months ended December 31, 2023, the Company had 5 major customers that each accounted for over 10% of its total revenue.

 

   For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023 
   Revenue   Percentage of
revenue		   Revenue   Percentage of
revenue		 
                 
Customer A  $
-
    
-
   $41,521    33%
Customer B   
-
    
-
    16,490    13%
Customer C   
-
    
-
    27,483    22%
Customer D   
-
    
-
    13,741    11%
Customer E   
-
    
-
    16,490    13%

For the three months ended December 31, 2024 and 2023, the Company had 1 major supplier in each year that accounted for over 10% of its total cost of revenue.

 

   For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023 
   Cost of Revenue   Percentage of
Cost of revenue		   Cost of Revenue   Percentage of
Cost of revenue		 
                 
Supplier A   
-
    
-
   $75,126    99%
Supplier B  $448,120    70%   
-
    
-
 

 

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, 2024 and 2023.

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, 2024 and 2023, 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.

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 December 31, 2024, 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.
v3.25.0.1
Prepayments
 3 Months Ended
Dec. 31, 2024
Prepayments [Abstract]  
PREPAYMENTS

NOTE 3. PREPAYMENTS

 

At December 31, 2024 and September 30, 2024, prepayments consisted of:

 

   December 31,   September 30, 
   2024   2024 
Jinjiu International Consulting Services (Beijing) Co., Ltd  $38,364   $39,915 
Beijing Shuangjiang Huixin Trading Co., Ltd   748    4,018 
Beijing Shengrui Minghua Tea Industry Co., Ltd   
-
    279 
Beijing Yiguanjia Health Technology Co., Ltd   316    140 
Shenzhen Huayufeng Technology Co., Ltd   355    
-
 
Lundao Zhuyeqing Tea Industry (Beijing) Co., Ltd   297    
-
 
Dongguan Jiasheng Daily Plastic Products Co., Ltd   362    
-
 
PragerMetis   1,544    
-
 
Vstock Transfer   699    
-
 
Total Prepayments  $42,684   $44,352 
v3.25.0.1
Other Receivables
 3 Months Ended
Dec. 31, 2024
Other Receivables [Abstract]  
OTHER RECEIVABLES

NOTE 4. OTHER RECEIVABLES

 

At December 31, 2024 and September 30, 2024, other receivables consisted of:

 

   December 31,   September 30, 
   2024   2024 
Shanghai Ctrip International Travel Agency Co., Ltd  $685   $713 
Total other receivables  $685   $713 
v3.25.0.1
Receivable from Payment Collection Service Instiution
 3 Months Ended
Dec. 31, 2024
Receivable from Payment Collection Service Instiution [Abstract]  
RECEIVABLE FROM PAYMENT COLLECTION SERVICE INSTIUTION

NOTE 5. RECEIVABLE FROM PAYMENT COLLECTION SERVICE INSTIUTION

 

 Receivable from payment collection service institution consists of the following:

 

  

December 31,

2024

   September 30,
2024		 
UnionPay Business Co., Ltd. Beijing Branch  $574   $
            -
 
Total  $574   $
-
 

 

As of December 31, 2024 the receivable from payment collection service institution amounted to $574.
v3.25.0.1
Accounts Payable
 3 Months Ended
Dec. 31, 2024
Accounts Payable [Abstract]  
ACCOUNTS PAYABLE

NOTE 6. ACCOUNTS PAYABLE

 

At December 31, 2024 and September 30, 2024, accounts payable consisted of the following:

 

Name  December 31,
2024		   September 30,
2024		 
Hebei Bailu Business Hotel Co., Ltd  $4,415   $8,991 
Others   1,324    
-
 
Total  $5,739   $8,991 
v3.25.0.1
Advance from Customers
 3 Months Ended
Dec. 31, 2024
Advance from Customers [Abstract]  
ADVANCE FROM CUSTOMERS

NOTE 7. ADVANCE FROM CUSTOMERS

 

At December 31, 2024 and September 30, 2024, advance from customers consisted of the following:

Name  December 31,
2024		   September 30,
2024		 
Pre-collected member funds  $292,308   $461,946 
Total  $292,308   $461,946 

 

As of December 31, 2024 and September 30, 2024, advances from customers totaled $292,308 and 461,946. 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.
v3.25.0.1
Due to Related Parties
 3 Months Ended
Dec. 31, 2024
Due to Related Parties [Abstract]  
DUE TO RELATED PARTIES

NOTE 8. DUE TO RELATED PARTIES

 

Due to related parties consists of the following:

 

Name of related party  December 31,
2024		   September 30,
2024		 
Interest-free loan and payment of company expenses:        
Huang Fang  $480,477   $190,855 
Beijing Devoter Oriental Co., Ltd.   9,626    9,626 
Shanghai Maitong Cultural Technology Co., Ltd   1,220    
-
 
Total  $491,323   $200,481 

 

As of December 31, 2024 and September 30, 2024, the Company owed Huang Fang a balance of $480,477 and $190,855, which represented expenses paid on behalf of the Company and the interest-free loan she provided to the Company.

 

As of December 31, 2024 and September 30, 2024, 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, 2024, the Company had a balance of $1,220 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. 
v3.25.0.1
Accrued Expenses
 3 Months Ended
Dec. 31, 2024
Accrued Expenses [Abstract]  
ACCRUED EXPENSES

NOTE 9. ACCRUED EXPENSES

 

At December 31, 2024 and September 30, 2024, accrued expenses consisted of:

 

   December 31,   September 30, 
   2024   2024 
Audit fee  $5,000   $60,000 
Payroll payable   10,560    11,052 
Social security payable   4,177    4,346 
PragerMetis   
-
    1,500 
Vstock Transfer   
-
    798 
Total accrued expenses  $19,737   $77,696 

 

As of December 31, 2024 and September 30, 2024, the Company recorded payables to its auditor of $5,000 and $60,000 for services in connection with the audit of the Company’s financial statements for the quarter ended December 31, 2024 and the year ended September 30, 2024.

 

As of December 31, 2024 and September 30, 2024, the Company recorded payroll payable of $10,560 and $11,052.

 

As of December 31, 2024, and September 30,2024, the Company recorded social security payable of $4,177 and 4,346.
v3.25.0.1
Other Payables
 3 Months Ended
Dec. 31, 2024
Other Payables [Abstract]  
OTHER PAYABLES

NOTE 10. OTHER PAYABLES

 

At December 31, 2024 and September 30, 2024, other payables consisted of:

 

   December 31,   September 30, 
   2024   2024 
Value added tax and surtax  $3,942   $3,086 
Total  $3,942   $3,086 
v3.25.0.1
Lease
 3 Months Ended
Dec. 31, 2024
Lease [Abstract]  
LEASE

NOTE 11. 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.

 

For the three months ended December 31, 2024 and 2023, the lease amortization expense was $8,930 and $8,703, 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, 2024 and 2023, the Company had the following amounts recorded on the Company’s consolidated balance sheet:

 

   As of December 31, 
   2024    2023 
Assets        
Right-of-use asset  $32,189   $33,135 
Total  $32,189   $33,135 
           
Liabilities          
Operating lease liability, current  $32,189   $33,135 
Operating lease liability, less current portion   
-
    
-
 
Total  $32,189   $33,135 

 

Future annual minimum lease payments for non-cancellable operating leases are as follows:

 

Period Ending December 31,    
2025  $26,677 
Thereafter   5,929 
Total   32,606 
Less: imputed interest   417 
Total  $32,189 
v3.25.0.1
Income Taxes
 3 Months Ended
Dec. 31, 2024
Income Taxes [Abstract]  
INCOME TAXES

NOTE 12. 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 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal corporate income taxes on dividends from foreign subsidiaries; (4) providing modification to subpart F provisions and new taxes on certain foreign earnings such as Global Intangible Low-Taxed Income (GILTI). Except for the one-time transition tax, most of these provisions went into effect starting January 1, 2018.

 

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 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 $106,900 accrued for income taxes for the three months ended December 31, 2024. Due to the fact that Tongzhilian’s revenue exceeded the upper limit for small-scale taxpayers in this quarter, Tongzhilian has been converted to a general taxpayer. All income for the current tax year (from January 1, 2024, to December 31, 2024) is subject to a corporate income tax rate of 25%. Therefore, the company had accrued an additionally corporate income tax for the period from January to September of 2024 at a rate of 25%, amounting to $29,524.

 

A reconciliation before income taxes for domestic and foreign locations for the three months ended December 31, 2024 and 2023 is as follows:

 

   For the Three Months Ended
December 31,		 
   2024    2023 
United States  $(34,558)  $(48,739)
Foreign   308,451    (3,670)
Before income taxes  $273,893   $(52,409)

 

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,		 
   2024    2023 
Income tax (benefit) at USA statutory rate   21%   21%
U.S. valuation allowance   (21)%   (21)%
Effective combined tax rate   0%   0%

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,		 
   2024    2023 
Income tax (benefit) at PRC statutory rate   25%   25%
PRC valuation allowance   0%   1%
Tax preference   10%   (20)%
Effective combined tax rate   35%   6%

 

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, 2024 and 2023 of $34,558 and $48,739. 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 $48,635 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 $7,257 for the three months ended December 31, 2024.

 

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, 2023
China   December 31, 2023
v3.25.0.1
Contingencies
 3 Months Ended
Dec. 31, 2024
Contingencies [Abstract]  
CONTINGENCIES

NOTE 13. 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, 2024.
v3.25.0.1
Basic and Diluted Earnings Per Share
 3 Months Ended
Dec. 31, 2024
Basic and Diluted Earnings Per Share [Abstract]  
BASIC AND DILUTED EARNINGS PER SHARE

NOTE 14. 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,		 
   2024    2023 
Numerator:        
Net income (loss) attributable to common stockholders  $166,993   $(52,494)
Denominator:          
Basic and diluted weighted-average number of shares outstanding   60,000,000    40,708,696 
Net income (loss) per share:          
Basic and diluted  $0.0028   $(0.0013)
v3.25.0.1
Subsequent Events
 3 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 15. 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, 2024 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.”
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ 166,993 $ (52,494)
v3.25.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Accounting Policies, by Policy (Policies)
 3 Months Ended
Dec. 31, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of presentation
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”).
Principles of consolidation
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, 2024 and 2023 are listed as follows:

Name     Place of Incorporation     Attributable
equity
interest %		   Authorized
capital		  
Maitong Sunshine Cultural Development Co., Limited  Samoa  100   USD1,000,000 
Maitong Sunshine Cultural Development Co., Limited  Hong Kong  100   HKD10,000 
Beijing Tongzhilian Cultural Development Co., Ltd  China  100   HKD1,000,000 
Use of estimates
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.
Functional currency and foreign currency translation
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.

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,		  
      2024  2023  
      (USD to RMB/
USD to HKD)		  (USD to RMB/
USD to HKD)		  
Assets and liabilities  period end exchange rate  7.2985/7.7658  7.0798/7.8085  
Revenue and expenses  period weighted average  7.1929/7.7744  7.2052/7.8138  
Concentration of credit risk
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, 2024, the company does not have a single customer that accounted for more than 10% of its total revenue. For the three months ended December 31, 2023, the Company had 5 major customers that each accounted for over 10% of its total revenue.

   For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023 
   Revenue   Percentage of
revenue		   Revenue   Percentage of
revenue		 
                 
Customer A  $
-
    
-
   $41,521    33%
Customer B   
-
    
-
    16,490    13%
Customer C   
-
    
-
    27,483    22%
Customer D   
-
    
-
    13,741    11%
Customer E   
-
    
-
    16,490    13%

For the three months ended December 31, 2024 and 2023, the Company had 1 major supplier in each year that accounted for over 10% of its total cost of revenue.

   For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023 
   Cost of Revenue   Percentage of
Cost of revenue		   Cost of Revenue   Percentage of
Cost of revenue		 
                 
Supplier A   
-
    
-
   $75,126    99%
Supplier B  $448,120    70%   
-
    
-
 
Fair value measurements
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, 2024 and 2023.

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, 2024 and 2023, the carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments.
Segment information and geographic data
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.
Revenue recognition
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
Income taxes
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.

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.
Earnings (loss) per share
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.
Leases
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.
Cash
L. Cash

As of December 31, 2024, 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.
Recently adopted accounting pronouncements
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.
v3.25.0.1
Summary of Significant Accounting Policies (Tables)
 3 Months Ended
Dec. 31, 2024
Summary of Significant Accounting Policies [Abstract]  
Schedule of MGSD’s Subsidiaries

MGSD’s subsidiaries as of December 31, 2024 and 2023 are listed as follows:

 

Name     Place of Incorporation     Attributable
equity
interest %		   Authorized
capital		  
Maitong Sunshine Cultural Development Co., Limited  Samoa  100   USD1,000,000 
Maitong Sunshine Cultural Development Co., Limited  Hong Kong  100   HKD10,000 
Beijing Tongzhilian Cultural Development Co., Ltd  China  100   HKD1,000,000 
Schedule of Exchange Rates Used for Foreign Currency Translation

The exchange rates used for foreign currency translation are as follows:

 

      For the Three Months Ended
December 31,		  
      2024  2023  
      (USD to RMB/
USD to HKD)		  (USD to RMB/
USD to HKD)		  
Assets and liabilities  period end exchange rate  7.2985/7.7658  7.0798/7.8085  
Revenue and expenses  period weighted average  7.1929/7.7744  7.2052/7.8138  
Schedule of Major Customers and Supplier

For the three months ended December 31, 2024, the company does not have a single customer that accounted for more than 10% of its total revenue. For the three months ended December 31, 2023, the Company had 5 major customers that each accounted for over 10% of its total revenue.

 

   For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023 
   Revenue   Percentage of
revenue		   Revenue   Percentage of
revenue		 
                 
Customer A  $
-
    
-
   $41,521    33%
Customer B   
-
    
-
    16,490    13%
Customer C   
-
    
-
    27,483    22%
Customer D   
-
    
-
    13,741    11%
Customer E   
-
    
-
    16,490    13%

For the three months ended December 31, 2024 and 2023, the Company had 1 major supplier in each year that accounted for over 10% of its total cost of revenue.

 

   For the Three Months Ended December 31, 2024   For the Three Months Ended December 31, 2023 
   Cost of Revenue   Percentage of
Cost of revenue		   Cost of Revenue   Percentage of
Cost of revenue		 
                 
Supplier A   
-
    
-
   $75,126    99%
Supplier B  $448,120    70%   
-
    
-
 
v3.25.0.1
Prepayments (Tables)
 3 Months Ended
Dec. 31, 2024
Prepayments [Abstract]  
Schedule of Prepayments

At December 31, 2024 and September 30, 2024, prepayments consisted of:

 

   December 31,   September 30, 
   2024   2024 
Jinjiu International Consulting Services (Beijing) Co., Ltd  $38,364   $39,915 
Beijing Shuangjiang Huixin Trading Co., Ltd   748    4,018 
Beijing Shengrui Minghua Tea Industry Co., Ltd   
-
    279 
Beijing Yiguanjia Health Technology Co., Ltd   316    140 
Shenzhen Huayufeng Technology Co., Ltd   355    
-
 
Lundao Zhuyeqing Tea Industry (Beijing) Co., Ltd   297    
-
 
Dongguan Jiasheng Daily Plastic Products Co., Ltd   362    
-
 
PragerMetis   1,544    
-
 
Vstock Transfer   699    
-
 
Total Prepayments  $42,684   $44,352 
v3.25.0.1
Other Receivables (Tables)
 3 Months Ended
Dec. 31, 2024
Other Receivables [Abstract]  
Schedule of Other Receivables

At December 31, 2024 and September 30, 2024, other receivables consisted of:

 

   December 31,   September 30, 
   2024   2024 
Shanghai Ctrip International Travel Agency Co., Ltd  $685   $713 
Total other receivables  $685   $713 
v3.25.0.1
Receivable from Payment Collection Service Instiution (Tables)
 3 Months Ended
Dec. 31, 2024
Receivable from Payment Collection Service Instiution [Abstract]  
Schedule of Receivable from Payment Collection Service Institution

 Receivable from payment collection service institution consists of the following:

 

  

December 31,

2024

   September 30,
2024		 
UnionPay Business Co., Ltd. Beijing Branch  $574   $
            -
 
Total  $574   $
-
 
v3.25.0.1
Accounts Payable (Tables)
 3 Months Ended
Dec. 31, 2024
Accounts Payable [Abstract]  
Schedule of Accounts Payable

At December 31, 2024 and September 30, 2024, accounts payable consisted of the following:

 

Name  December 31,
2024		   September 30,
2024		 
Hebei Bailu Business Hotel Co., Ltd  $4,415   $8,991 
Others   1,324    
-
 
Total  $5,739   $8,991 
v3.25.0.1
Advance from Customers (Tables)
 3 Months Ended
Dec. 31, 2024
Advance from Customers [Abstract]  
Schedule of Advance from Customers

At December 31, 2024 and September 30, 2024, advance from customers consisted of the following:

Name  December 31,
2024		   September 30,
2024		 
Pre-collected member funds  $292,308   $461,946 
Total  $292,308   $461,946 
v3.25.0.1
Due to Related Parties (Tables)
 3 Months Ended
Dec. 31, 2024
Due to Related Parties [Abstract]  
Schedule of Due to Related Parties

Due to related parties consists of the following:

 

Name of related party  December 31,
2024		   September 30,
2024		 
Interest-free loan and payment of company expenses:        
Huang Fang  $480,477   $190,855 
Beijing Devoter Oriental Co., Ltd.   9,626    9,626 
Shanghai Maitong Cultural Technology Co., Ltd   1,220    
-
 
Total  $491,323   $200,481 
v3.25.0.1
Accrued Expenses (Tables)
 3 Months Ended
Dec. 31, 2024
Accrued Expenses [Abstract]  
Schedule of Accrued Expenses

At December 31, 2024 and September 30, 2024, accrued expenses consisted of:

 

   December 31,   September 30, 
   2024   2024 
Audit fee  $5,000   $60,000 
Payroll payable   10,560    11,052 
Social security payable   4,177    4,346 
PragerMetis   
-
    1,500 
Vstock Transfer   
-
    798 
Total accrued expenses  $19,737   $77,696 
v3.25.0.1
Other Payables (Tables)
 3 Months Ended
Dec. 31, 2024
Other Payables [Abstract]  
Schedule of Other Payables

At December 31, 2024 and September 30, 2024, other payables consisted of:

 

   December 31,   September 30, 
   2024   2024 
Value added tax and surtax  $3,942   $3,086 
Total  $3,942   $3,086 
v3.25.0.1
Lease (Tables)
 3 Months Ended
Dec. 31, 2024
Lease [Abstract]  
Schedule of Consolidated Balance Sheet

As of December 31, 2024 and 2023, the Company had the following amounts recorded on the Company’s consolidated balance sheet:

 

   As of December 31, 
   2024    2023 
Assets        
Right-of-use asset  $32,189   $33,135 
Total  $32,189   $33,135 
           
Liabilities          
Operating lease liability, current  $32,189   $33,135 
Operating lease liability, less current portion   
-
    
-
 
Total  $32,189   $33,135 
Schedule of Future Annual Minimum Lease Payments

Future annual minimum lease payments for non-cancellable operating leases are as follows:

 

Period Ending December 31,    
2025  $26,677 
Thereafter   5,929 
Total   32,606 
Less: imputed interest   417 
Total  $32,189 
v3.25.0.1
Income Taxes (Tables)
 3 Months Ended
Dec. 31, 2024
Income Taxes [Line Items]  
Schedule of Reconciliation Before Income Taxes for Domestic and Foreign Locations

A reconciliation before income taxes for domestic and foreign locations for the three months ended December 31, 2024 and 2023 is as follows:

 

   For the Three Months Ended
December 31,		 
   2024    2023 
United States  $(34,558)  $(48,739)
Foreign   308,451    (3,670)
Before income taxes  $273,893   $(52,409)
Schedule of Earliest Tax Year Subject to Examination by Major 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, 2023
China   December 31, 2023
U.S. federal Statutory Income Tax Rate [Member]  
Income Taxes [Line Items]  
Schedule of Effective Tax Rate

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,		 
   2024    2023 
Income tax (benefit) at USA statutory rate   21%   21%
U.S. valuation allowance   (21)%   (21)%
Effective combined tax rate   0%   0%
PRC Statutory Income Tax Rate [Member]  
Income Taxes [Line Items]  
Schedule of Effective Tax Rate

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,		 
   2024    2023 
Income tax (benefit) at PRC statutory rate   25%   25%
PRC valuation allowance   0%   1%
Tax preference   10%   (20)%
Effective combined tax rate   35%   6%
v3.25.0.1
Basic and Diluted Earnings Per Share (Tables)
 3 Months Ended
Dec. 31, 2024
Basic and Diluted Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Earnings Per Share Computations for Income from Continuing Operations 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,		 
   2024    2023 
Numerator:        
Net income (loss) attributable to common stockholders  $166,993   $(52,494)
Denominator:          
Basic and diluted weighted-average number of shares outstanding   60,000,000    40,708,696 
Net income (loss) per share:          
Basic and diluted  $0.0028   $(0.0013)
v3.25.0.1
Nature of Operations and Basis of Presentation (Details) - shares
Nov. 27, 2023
Oct. 11, 2023
Sep. 13, 2023
Maitong Sunshine Cultural Development Co., Limited (Samoa) [Member]      
Nature of Operations and Basis of Presentation [Line Items]      
Ownership interest, percentage 100.00%    
Maitong Sunshine Cultural Development Co., Limited (Hong Kong) [Member]      
Nature of Operations and Basis of Presentation [Line Items]      
Ownership interest, percentage     100.00%
Beijing Tongzhilian Cultural Development Co., Limited (“Tongzhilian”) [Member]      
Nature of Operations and Basis of Presentation [Line Items]      
Ownership interest, percentage   100.00%  
Common Stock [Member] | Maitong Sunshine Cultural Development Co., Limited (Samoa) [Member]      
Nature of Operations and Basis of Presentation [Line Items]      
Issued common stock (in Shares) 60,000,000    
v3.25.0.1
Summary of Significant Accounting Policies (Details)
Dec. 31, 2024
MTSS’s Subsidiaries [Member]  
Summary of Significant Accounting Policies [Line Items]  
Subsidiary ownership percentage 100.00%
v3.25.0.1
Summary of Significant Accounting Policies - Schedule of MGSD’s Subsidiaries (Details) - 3 months ended Dec. 31, 2024
USD ($)
HKD ($)
Maitong Sunshine Cultural Development Co., Limited [Member]    
Schedule of MGSD’s Subsidiaries [Line Items]    
Place of Incorporation Samoa  
Attributable equity interest % 100.00%  
Authorized capital $ 1,000,000  
Maitong Sunshine Cultural Development Co., Limited [Member]    
Schedule of MGSD’s Subsidiaries [Line Items]    
Place of Incorporation Hong Kong  
Attributable equity interest % 100.00%  
Authorized capital   $ 10,000
Beijing Tongzhilian Cultural Development Co., Ltd [Member]    
Schedule of MGSD’s Subsidiaries [Line Items]    
Place of Incorporation China  
Attributable equity interest % 100.00%  
Authorized capital   $ 1,000,000
v3.25.0.1
Summary of Significant Accounting Policies - Schedule of Exchange Rates Used for Foreign Currency Translation (Details)
Dec. 31, 2024
Dec. 31, 2023
Assets and liabilities [Member] | RMB [Member]    
Summary of Significant Accounting Policies - Schedule of Exchange Rates Used for Foreign Currency Translation (Details) [Line Items]    
Foreign Currency Exchange Rate, Translation 7.2985 7.0798
Assets and liabilities [Member] | HKD [Member]    
Summary of Significant Accounting Policies - Schedule of Exchange Rates Used for Foreign Currency Translation (Details) [Line Items]    
Foreign Currency Exchange Rate, Translation 7.7658 7.8085
Revenue and expenses [Member] | RMB [Member]    
Summary of Significant Accounting Policies - Schedule of Exchange Rates Used for Foreign Currency Translation (Details) [Line Items]    
Foreign Currency Exchange Rate, Translation 7.1929 7.2052
Revenue and expenses [Member] | HKD [Member]    
Summary of Significant Accounting Policies - Schedule of Exchange Rates Used for Foreign Currency Translation (Details) [Line Items]    
Foreign Currency Exchange Rate, Translation 7.7744 7.8138
v3.25.0.1
Summary of Significant Accounting Policies - Schedule of Major Customers and Supplier (Details) - USD ($)
 3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Customer Concentration Risk [Member] | Customer A [Member] | Revenue [Member]    
Schedule of Major Customers and Supplier [Line Items]    
Revenue $ 41,521
Percentage 33.00%
Customer Concentration Risk [Member] | Customer B [Member] | Revenue [Member]    
Schedule of Major Customers and Supplier [Line Items]    
Revenue $ 16,490
Percentage 13.00%
Customer Concentration Risk [Member] | Customer C [Member] | Revenue [Member]    
Schedule of Major Customers and Supplier [Line Items]    
Revenue $ 27,483
Percentage 22.00%
Customer Concentration Risk [Member] | Customer D [Member] | Revenue [Member]    
Schedule of Major Customers and Supplier [Line Items]    
Revenue $ 13,741
Percentage 11.00%
Customer Concentration Risk [Member] | Customer E [Member] | Revenue [Member]    
Schedule of Major Customers and Supplier [Line Items]    
Revenue $ 16,490
Percentage 13.00%
Supplier Concentration Risk [Member] | Cost of Revenue [Member] | Supplier A [Member]    
Schedule of Major Customers and Supplier [Line Items]    
Percentage 99.00%
Cost of revenue $ 75,126
Supplier Concentration Risk [Member] | Cost of Revenue [Member] | Supplier B [Member]    
Schedule of Major Customers and Supplier [Line Items]    
Percentage 70.00%
Cost of revenue $ 448,120
v3.25.0.1
Prepayments - Schedule of Prepayments (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Schedule of Prepayments [Line Items]    
Total Prepayments $ 42,684 $ 44,352
Jinjiu International Consulting Services (Beijing) Co., Ltd [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments 38,364 39,915
Beijing Shuangjiang Huixin Trading Co., Ltd [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments 748 4,018
Beijing Shengrui Minghua Tea Industry Co., Ltd [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments 279
Beijing Yiguanjia Health Technology Co., Ltd [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments 316 140
Shenzhen Huayufeng Technology Co., Ltd [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments 355
Lundao Zhuyeqing Tea Industry (Beijing) Co., Ltd [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments 297
Dongguan Jiasheng Daily Plastic Products Co., Ltd [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments 362
PragerMetis [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments 1,544
Vstock Transfer [Member]    
Schedule of Prepayments [Line Items]    
Total Prepayments $ 699
v3.25.0.1
Other Receivables - Schedule of Other Receivables (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Schedule of Other Receivables [Line Items]    
Total other receivables $ 685 $ 713
Shanghai Ctrip International Travel Agency Co., Ltd [Member]    
Schedule of Other Receivables [Line Items]    
Total other receivables $ 685 $ 713
v3.25.0.1
Receivable from Payment Collection Service Instiution (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Receivable from Payment Collection Service Instiution [Abstract]    
Receivable from payment collection service institution $ 574
v3.25.0.1
Receivable from Payment Collection Service Instiution - Schedule of Receivable from Payment Collection Service Institution (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Schedule of Receivable from Payment Collection Service Institution [Line Items]    
Total receivable from payment collection service institution $ 574
UnionPay Business Co., Ltd. Beijing Branch [Member]    
Schedule of Receivable from Payment Collection Service Institution [Line Items]    
Total receivable from payment collection service institution $ 574
v3.25.0.1
Accounts Payable - Schedule of Accounts Payable (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Schedule of Accounts Payable [Line Items]    
Total accounts payable $ 5,739 $ 8,991
Hebei Bailu Business Hotel Co., Ltd [Member]    
Schedule of Accounts Payable [Line Items]    
Total accounts payable 4,415 8,991
Others [Member]    
Schedule of Accounts Payable [Line Items]    
Total accounts payable $ 1,324
v3.25.0.1
Advance from Customers (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Advance from Customers [Abstract]    
Advances from customer $ 292,308 $ 461,946
v3.25.0.1
Advance from Customers - Schedule of Advance from Customers (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Schedule of Advance from Customers [Line Items]    
Total advance from customers $ 292,308 $ 461,946
Pre-collected member funds [Member]    
Schedule of Advance from Customers [Line Items]    
Total advance from customers $ 292,308 $ 461,946
v3.25.0.1
Due to Related Parties (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Huang Fang [Member]    
Due to Related Parties [Line Items]    
Due to related parties $ 480,477 $ 190,855
Beijing Devoter Oriental Co., Ltd [Member]    
Due to Related Parties [Line Items]    
Due to related parties 9,626 9,626
Shanghai Maitong Cultural Technology Co., Ltd. [Member]    
Due to Related Parties [Line Items]    
Due to related parties $ 1,220
v3.25.0.1
Due to Related Parties - Schedule of Due to Related Parties (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Huang Fang [Member]    
Interest-free loan and payment of company expenses:    
Due to related parties $ 480,477 $ 190,855
Beijing Devoter Oriental Co., Ltd. [Member]    
Interest-free loan and payment of company expenses:    
Due to related parties 9,626 9,626
Shanghai Maitong Cultural Technology Co., Ltd [Member]    
Interest-free loan and payment of company expenses:    
Due to related parties 1,220
Related Party [Member]    
Interest-free loan and payment of company expenses:    
Due to related parties $ 491,323 $ 200,481
v3.25.0.1
Accrued Expenses (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Accrued Expenses [Abstract]    
Payables to auditor fees $ 5,000 $ 60,000
Payroll payable 10,560 11,052
Social security payable $ 4,177 $ 4,346
v3.25.0.1
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Schedule of Accrued Expenses [Abstract]    
Audit fee $ 5,000 $ 60,000
Payroll payable 10,560 11,052
Social security payable 4,177 4,346
PragerMetis 1,500
Vstock Transfer 798
Total accrued expenses $ 19,737 $ 77,696
v3.25.0.1
Other Payables - Schedule of Other Payables (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Schedule of Other Payables [Abstract]    
Value added tax and surtax $ 3,942 $ 3,086
Total $ 3,942 $ 3,086
v3.25.0.1
Lease (Details)
 3 Months Ended 15 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2024
CNY (¥)
Dec. 31, 2023
USD ($)
Nov. 30, 2024
USD ($)
Nov. 30, 2024
CNY (¥)
Sep. 01, 2023
m²
Lease [Line Items]            
Office space (in Square Meters) | m²           144
Lease payments $ 36,000 ¥ 259,605   $ 44,482 ¥ 324,506  
Lease amortization expense | $ $ 8,930   $ 8,703      
Beijing Devoter Oriental Co., Ltd [Member]            
Lease [Line Items]            
Ownership, percentage 85.00% 85.00%        
v3.25.0.1
Lease - Schedule of Consolidated Balance Sheet (Details) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Assets      
Right-of-use asset $ 32,189 $ 6,159 $ 33,135
Total 32,189   33,135
Liabilities      
Operating lease liability, current 32,189 $ 6,159 33,135
Operating lease liability, less current portion  
Total $ 32,189   $ 33,135
v3.25.0.1
Lease - Schedule of Future Annual Minimum Lease Payments (Details)
Dec. 31, 2024
USD ($)
Schedule of Future Annual Minimum Lease Payments [Abstract]  
2025 $ 26,677
Thereafter 5,929
Total 32,606
Less: imputed interest 417
Total $ 32,189
v3.25.0.1
Income Taxes (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Dec. 31, 2024
Income Taxes [Line Items]        
Accrued income tax (in Dollars)     $ 29,524  
Percentage of corporate income tax rate     25.00% 25.00%
Incurred losses (in Dollars) $ (34,558) $ (48,739)    
Hong Kong [Member]        
Income Taxes [Line Items]        
Statutory tax rate, percentage 16.50%      
China [Member]        
Income Taxes [Line Items]        
Statutory tax rate, percentage 25.00%      
Accrued income tax (in Dollars) $ 106,900     $ 106,900
United States [Member]        
Income Taxes [Line Items]        
Incurred losses (in Dollars) $ (34,558) $ 48,739    
Valuation allowance, percentage 100.00%      
Valuation allowance (in Dollars) $ 48,635      
US valuation allowance (in Dollars) $ 7,257      
Maximum [Member]        
Income Taxes [Line Items]        
U.S. federal corporate income tax rate, percentage 35.00%      
Minimum [Member]        
Income Taxes [Line Items]        
U.S. federal corporate income tax rate, percentage 21.00%      
v3.25.0.1
Income Taxes - Schedule of Reconciliation Before Income Taxes for Domestic and Foreign Locations (Details) - USD ($)
 3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Reconciliation Before Income Taxes for Domestic and Foreign Locations [Abstract]    
United States $ (34,558) $ (48,739)
Foreign 308,451 (3,670)
Income before provision for income taxes $ 273,893 $ (52,409)
v3.25.0.1
Income Taxes - Schedule of Effective Tax Rate (Details) - U.S. federal Statutory Income Tax Rate [Member]
 3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Effective Tax Rate [Line Items]    
Income tax (benefit) at USA statutory rate 21.00% 21.00%
U.S. valuation allowance (21.00%) (21.00%)
Effective combined tax rate 0.00% 0.00%
v3.25.0.1
Income Taxes - Schedule of Effective Tax Rate (Details) - PRC Statutory Income Tax Rate [Member]
 3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Effective Tax Rate [Line Items]    
Income tax (benefit) at PRC statutory rate 25.00% 25.00%
PRC valuation allowance 0.00% 1.00%
Tax preference 10.00% (20.00%)
Effective combined tax rate 35.00% 6.00%
v3.25.0.1
Income Taxes - Schedule of Earliest Tax Year Subject to Examination by Major Jurisdiction (Details)
 3 Months Ended
Dec. 31, 2024
U.S. Federal [Member]  
Schedule of Earliest Tax Year Subject to Examination by Major Jurisdiction [Line Items]  
Tax year Sep. 30, 2023
China [Member]  
Schedule of Earliest Tax Year Subject to Examination by Major Jurisdiction [Line Items]  
Tax year Dec. 31, 2023
v3.25.0.1
Basic and Diluted Earnings Per Share - Schedule of Basic and Diluted Earnings Per Share Computations for Income from Continuing Operations (Details) - USD ($)
 3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Numerator:    
Net income (loss) attributable to common stockholders $ 166,993 $ (52,494)
Denominator:    
Basic weighted-average number of shares outstanding 60,000,000 40,708,696
Diluted weighted-average number of shares outstanding 60,000,000 40,708,696
Net income (loss) per share:    
Basic $ 0.0028 $ (0.0013)
Diluted $ 0.0028 $ (0.0013)
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