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    Maitong Sunshine Cultural Development Co., Ltd

January 26, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Joseph Klinko

    Yong Kim

    Cheryl Brown

    Irene Barberena-Meissner

 Re: Maitong Sunshine Cultural Development Co., Ltd

 Registration
Statement on Form S-1

Filed December 20, 2023

File No. 333-276152

Ladies and Gentlemen,

Maitong Sunshine Cultural Development Co., Ltd (the “Company”)
hereby furnishes the following correspondence in connection with the Company’s filing today of Amendment No.1 (the “Amendment”)
to the Company’s Registration Statement on Form S-1. Set forth below in italics you will find copies of the Staff’s comments
from its letter dated January 16, 2024 (the “Comment Letter”), followed by information and page reference to the location
within the Amendment where responsive disclosure can be found.

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.

Response to Comment 1

As requested, the manner of referring to the holding company and its
subsidiaries has been set forth in the second paragraph on the cover page, with identification as holding company or operating company.

January 26, 2024

Page 2

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 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.

Response to Comment 2

As requested, we have revised the summary of risk factors at page 6
to provide a clear statement of the risks attendant to our corporate structure and the potential results if any of the risk are realized.

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.

Response to Comment 3

As requested, we have added to the Summary of Risk
Factors at page 8 a description of pending CAC regulations and the risk that, when adopted, they may interfere with our ability to make
security offerings in the U.S.

 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.

Response to Comment 4

As requested, we have inserted a
discussion of cash flows at page 4 of the prospectus.

January 26, 2024

Page 3

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 “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.”

Response to Comment 5

As requested, a risk factor has been added at page
16 regarding the risk of government intervention in the business operations of Tongzhilian or the financial conduct of Maitong Sunshine.

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.

Response to Comment 6

As requested, disclosure has been made at page 31
and page F-7 that there is no formal agreement or other commitment requiring Huang Fang to provide financial support for the Company.

January 26, 2024

Page 4

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.

Response to Comment 7:

As requested, we have set forth on page 30 an explanation
with reference to ASC 606 of our accounting for the Shanghai Angli tour.

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.

Response to Comment 8

As requested, we have revised the disclosure on pages
32 and 33 to include citations for industry and market data. None of the data presented in the prospectus was commissioned by us.

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.

Response to Comment 9

As requested, we have recited the material terms
of all material marketing contracts to which the Company is party on pages 33 and 35. We have filed the material contracts as exhibits
10.3 through 10.8 to Amendment No. 1.

January 26, 2024

Page 5

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.

Response to Comment 10

We have revised the financial statements on pages
F-3, F-5, F-12 and F-14, and our auditor has revised its audit opinion on page F-2, to reduce the period of our financial statements to
the period commencing September 7, 2023 and ending September 30, 2023.

 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.

Response to Comment 11

If this registration statement has not been declared
effective on or prior to February 12, 2024, we will submit an amendment containing financial statements for the period from October 1,
2023 through December 31, 2023.

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.

Response to Comment 12

As requested, the Balance Sheets at page F-3 have
been corrected to reflect the $60,000 promissory note as contra-equity.

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.

Response to Comment 13

As requested, the Statements of Cash Flows at page
F-6 have been corrected to classify lease payment as an operating activity.

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.

Response to Comment 14

The narrative in Note 7 regarding the Tongzhilian
lease has been clarified to recite that the lease arrangement was made by Huang Fang for the benefit of Tongzhilian on September 1, 2023
and the lease was executed by Tongzhilian when that company was formally authorized to operate.

January 26, 2024

Page 6

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.

Response to Comment 15

As requested, the material terms of our employment
agreements with each of our two officers, as well as the material terms of the employment agreement that Tongzhilian signs with all non-executive
employees, have been disclosed at page 42. The employment agreement with Huang Fang was previously filed as Exhibit 10.2. The employment
contract with Shang Jia and the form of employee Labor Contract are filed as Exhibits 10.9 and 10.10 to Amendment No. 1.

 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.

Response to Comment 16

As requested, the promissory note has been filed
as Exhibit 10.11 to Amendment No. 1.

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.

Response to Comment 17

As requested, we have modified the disclosure on
the cover page, in the Summary at page 9, and in the Risk Factors at page 18 to emphasize the reduction of the HFCAA inspection measure
from three years to two years and the risk that trading would be halted.

 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.

Response to Comment 18

As requested, we have clarified that the Trial Administrative
Measures became effective on March 31, 2023 on page 1, in the Summary of Risk Factors on page 8, and in the Risk Factors on page 23.

January 26, 2024

Page 7

 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 Adminis