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January 16, 2024
Huang Fang
Chief Executive Officer
Maitong Sunshine Cultural Development Co., Ltd
Room 202, Gate 6, Building 9, Yayuan
Anhui Beili, Chaoyang District, Beijing, China
Re:Maitong Sunshine Cultural Development Co., Ltd
Registration Statement on Form S-1
Filed December 20, 2023
File No. 333-276152
Dear Huang Fang:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Clearly disclose here how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.
Risk Factor Summary, page 4
2.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss the risk that the Chinese government may intervene or
influence your operations at any time, or may exert more control over offerings conducted
overseas and/or foreign investment in China-based issuers, which could result in a

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January 16, 2024
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material change in your operations and/or the value of the securities you are registering
for sale. Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
Prospectus Summary, page 5
3.Please expand your disclosure to include the CAC and any other governmental agency
that is required to approve the operation of your business and offering of the securities
being registered to foreign investors with respect to the consequences to you and your
investors if you or your subsidiaries (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
4.Provide a clear description here of how cash is transferred through your organization.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company and its subsidiaries, and direction of transfer. Quantify any
dividends or distributions that a subsidiary have made to the holding company and which
entity made such transfer, and their tax consequences. Similarly quantify dividends or
distributions made to U.S. investors, the source, and their tax consequences. Your
disclosure should make clear if no transfers, dividends, or distributions have been made to
date. Describe any restrictions on foreign exchange and your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors.
Risk Factors
Risks Related to Doing Business in the PRC, page 13
5.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms

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“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.”
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 27
6.You disclose here and on page F-7 that you expect Huang Fang, President, CEO and
Chairwoman of the Board and shareholder of the Company to provide financial support, if
needed. Disclose whether you have a formal, written agreement with Huang Fang to
provide financial support or whether this an informal, verbal agreement that cannot be
enforced.
Results of Operations, page 27
7.You state you recorded $6,768 of sales from education tours purchased directly from
Shanghai Angli Education Investment Consulting Co., Ltd ("Shanghai Angli").  You also
state that you paid $6,127 to the tour operator and that you functioned as the principal in
these transactions. Explain how you determined you were the principal in these
transactions by providing us with your analysis under ASC 606-10-55-39. In doing so,
specifically tell us whether your employees or Shanghai Angli employees led the tours
and provided the service.
Business of the Company
Business Overview, page 29
8.We note your citations for statements utilizing industry and market data. Please ensure
you have included the names and dates of the reports of each of the third party sources
you cite in your prospectus, including Statista, China Briefing, World Tourism
Alliance, Alipay's Overseas Spending Platform, and National Immigration
Administration. To the extent that you commissioned any of the third-party data that you
use in the prospectus, also provide the consent of the third-party in accordance with Rule
436.
Our Business Plan, page 30
9.We note you intend to fill your list of tours by contracting with third party operators and at
present, are party to four contracts with third parties. We also note that Tongzhilian is
currently negotiating contracts under which it will serve as sales agent for products
distributed and manufactured by third parties, and you expect to initiate product marketing
in March 2024. Please revise to disclose all material terms of contracts with third
parties and the status of any negotiations to contract with third parties. Additionally,
please file material contracts as exhibits to the registration statement, or tell us why you
believe they are not required to be filed. Refer to Item 601 of Regulation S-K.

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Huang Fang
Maitong Sunshine Cultural Development Co., Ltd
January 16, 2024
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Financial Statements, page F-1
10.You present a balance sheet, statement of stockholders' equity and certain footnotes as of
September 30, 2022. In addition, your auditors present an audit opinion as of September
30, 2022. Given that all your entities were incorporated or established in 2023, it is
unclear how balances could exist on September 30, 2022. Either discuss and explain the
basis for your September 30, 2022 presentation or revise as appropriate.
11.Please clarify whether you expect to update your filing to include financial statements
through December 31, 2023 prior to the effective date relative to the requirements in Rule
8-08 of Regulation S-X.
Consolidated Balance Sheet, page F-3
12.We note that the $60,000 due from related parties line item represents amounts due from
Huang Fang. If this amount represents the promissory note issued for the purchase of
MTSS Samoa shares, this receivable should be presented as contra-equity unless cash was
collected before the financial statements were issued. Refer to ASC 505-10-45-2.
Consolidated Statements of Cash Flows, page F-6
13.Please explain your presentation of operating lease expense within operating activities and
lease payment within financing activities. Generally, cash paid for lease expenses is
recorded only in the operating section on your statement of cash flows. Refer to ASC 230.
Note 6. Lease, page F-13
14.You state that Beijing Tongzhilian Cultural Development Co., Limited ("Tongzhilian")
entered into an office space lease on September 1, 2023. However, this entity was
approved on September 13, 2023 and registered on October 11, 2023. Explain and
disclose how Tongzhilian entered into a lease prior to approval and/or registration or
revise your disclosure as necessary.
Exhibits
15.We note your disclosure that you have entered into employment contracts with your
executive officers, and written employment contracts with all employees. Please revise to
describe the material terms of these contracts and file such contracts as exhibits to your
registration statement. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
16.We note your disclosure on page F-12 that, as of September 30, 2023, the Company had a
promissory note receivable of $60,000 due from Huang Fang, a director, CEO and
President of the Company.  Please file this promissory note as an exhibit to your
registration statement or tell us why you believe it is not required to be filed. Refer to Item
601(b)(10)(ii)(A) of Regulation S-K.

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Huang Fang
Maitong Sunshine Cultural Development Co., Ltd
January 16, 2024
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General
17.We note your disclosures regarding the Holding Foreign Companies Accountable Act.
Please revise relevant portions of your prospectus including the cover page, Summary,
and Risk Factors, to disclose that trading in your securities may be prohibited under the
Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations. Expand your risk factors to disclose
that the Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations, decreases the number of consecutive
"non-inspection years” from three years to two years, and thus, reduces the time before
your securities may be prohibited from trading or delisted.
18.Please update your disclosures throughout your prospectus to reflect that the Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies promulgated by the China Securities Regulatory Commission (“CSRC”)  went
into effect on March 31, 2023.
19.We note your disclosure on page 5 and elsewhere in your prospectus that while
you currently are not required to obtain the approval of the PRC government for this
offering, there is a risk that you may be required to obtain such approval with respect to
future offerings of securities outside China if the Administration of Overseas Offering and
Listing by Domestic Companies (Draft for Comments) and the Administrative Measures
for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft
for Comments) are declared effective in their current form. Please provide us with a
written analysis as to why the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies, or the “Administrative Measures,” and five
supporting guidelines, promulgated by the China Securities Regulatory Commission (the
"CSRC") do not apply to you.
20.We note your disclosure on page F-12 that, as of September 30, 2023, the Company had a
promissory note receivable of $60,000 due from Huang Fang, a director, CEO and
President of the Company.  Please tell us how you intend to comply with Section 13(k) of
the Securities Exchange Act of 1934 with respect to this loan.
21.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

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Huang Fang
Maitong Sunshine Cultural Development Co., Ltd
January 16, 2024
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            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Joseph Klinko at 202-551-3824 or Yong Kim at 202-551-3323 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner at 202-551-6548 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Robert Brantl, Esq.