OTC: MGSD

1

Beijing Tongzhilian Cultural Development
Co., Limited (“Tongzhilian”), a privately held Limited Company, was approved on September 13, 2023 and registered on
October 11, 2023 in Beijing, China. MGSD HK holds a 100% interest in Tongzhilian.

The equity 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
have 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.

Our present corporate structure is as follows:

Our Business

Our CEO, Huang Fang, has over twenty years of
experience in marketing, within the PRC, aspects of Chinese culture: culture-oriented tours, cultural expositions and products that reflect
Chinese culture. In that time, Huang Fang has forged numerous strong relationships with enterprises engaged in similar marketing. To gain
advantage from her relationships, Ms. Huang has founded our operating subsidiary, Tongzhilian, to be a single vehicle for integrated marketing
of several aspects of Chinese culture. At present, Tongzhilian is engaged in marketing cultural tours and product sales. In the future
Tongzhilian expects to offer its initial arts exposition.

●Cultural
Tourism. In time we expect to offer both tours developed by third party tour operators and tours developed exclusively by Tongzhilian.
Initially we are working in cooperation with established tour operators: Tongzhilian designs the tours, determines the cultural content,
and supervises the marketing, while the cooperating tour operator or travel agent arranges for accommodations, meals and local services.
A network of sales agents, organized by our Staff and based on Huang Fang’s contacts in the cultural marketing industry, provide
the marketing services for our tours.

●Products.
Tongzhilian started its products sales business in the last quarter of its 2024 fiscal year. Tongzhilian procures goods from suppliers,
such as tea, alcohol, and gift cards (for redeeming products such as crab and meat), and has the suppliers deliver products on behalf
of Tongzhilian to its customers. Also, Tongzhilian has negotiated arrangements to function as a sales agent for distributors of Chinese
cultural and creative products. Initially, Tongzhilian introduced the distributors’ product lines to Tongzhilian’s network
of sales agents and shares the sales commission with its sub-agents. As the business develops, the Company intends to engage
one or more professional design companies to design its own lines of cultural and creative products, to be manufactured by a contractor.
The product lines with which Tongzhilian initially involved are primarily focused on the youth market, and use popular contemporary icons
to decorate toys and housewares.

2

●Arts
expositions. Arts expositions will involve the presentation of Chinese artistic practices in a participatory manner: exhibitions
of painting or calligraphy followed by audience participation, dance competitions, choir competitions, variety shows: any vehicle we
imagine will attract an audience willing to learn and/or demonstrate their skills in one of the hundreds of modes of artistic expression
available within Chinese culture. Each exposition will be developed by Tongzhilian, which will engage facilities, public or private,
in which the expositions will be presented. The expositions will be marketed by the same network of sales agents that serve as the marketing
network for Tongzhilian’s cultural tours

In the long run, by leveraging our CEO’s
network of industry contacts to access and expand a large and loyal customer base, we plan to expand the scope of our service offerings
and ultimately establish Tongzhilian as a leading cultural tourism service provider in China.

Operating Licenses

Our products and services are subject to regulation
by governmental agencies in the PRC and Beijing. Business and company registrations are certified on a regular basis and must be in compliance
with the laws and regulations of the PRC and provincial and local governments and industry agencies, which are controlled and monitored
through the issuance of licenses. Our licenses include:

●Beijing
Tongzhilian Cultural Development Co., Limited’s operating license enables us to organize cultural and artistic exchange activities,
information technology consulting services, Internet data services, conference and exposition services, information consulting services
(excluding licensed information consulting services), ticket agency services and similar activities. The registration number is 91110105MAD1XW1T2K.
The license has an indefinite term.

Our Strengths

Management believes the following strengths will contribute to our
success:

●multiple
service offerings;

●comprehensive
product offerings;

●the
founder of the company has rich resources in a social network.

Key components of our growth
strategy include the following:

●expand
product designation and offerings;

●expand
services offerings;

●pursue
strategic acquisitions;

●enhancing
our brand through various online and offline promotion programs and activities;

●product
differentiation: the product emphasizes educational functions, highlights cultural attributes, emphasizes distinctive quality and personalized
customization;

●cross-border
cooperation: establishing partnerships with other enterprises to achieve resource sharing and complementary advantages.

3

Competition

The travel company industry is fragmented and
highly competitive throughout China. Our competitors in the market can be grouped into several broad categories based on size, business
model, product offerings, target customers and geographic scope of operations. These include international products suppliers and travel
companies with significant competitive services. Our many and powerful competitors will be an obstacle to our ability to achieve profitable
operations.

The delivery of arts expositions and the market
for Chinese cultural and creative products in China are both highly competitive. The providers compete for customers based on factors
including (i) attractiveness of products to customers; (ii) sales and marketing ability; (iii) pricing and diversity of products; (iv)
brand awareness and reputation; and (v) experience and expertise of the management team.

Our main competitors include:

●
cultural and creative product companies;

●
cultural tourism companies

●
traditional artworks retailers; and

●
e-commerce platforms for products and online travel services.

In addition, we also face potential competitors, including:

●
manufacturers and sellers of art products with non-traditional Chinese cultural attributes, for example, Pop Mart, a Hong Kong listed culture and entertainment company best known for art toys and collectible toys;

●
manufacturers and sellers of non-artwork home goods and house decorations, for example, M&G Group, a China-listed company that is the largest comprehensive stationery manufacturer and supplier in China; and

●
entities/institutes with a large reserve of Chinese classical cultural elements, such as regional history museums in China.

Although some of our major and potential competitors may have greater
financial resources or larger customer bases than we do, we believe that our high-quality products, our sales and marketing capability,
and strong brand recognition in the industry, will enable us to compete effectively in the fast-evolving markets for Arts exposition and
Chinese cultural and creative products.

Suppliers

Since the company began its operations, we have
developed a solid and reliable image and reputation with suppliers. We have established supplier relationships with several local companies.

Marketing

The economic contribution of tourism in China
has been forecast to continuously increase. The emergence of an affluent middle class and an easing of movement restrictions for locals
and foreign visitors to China both support this travel boom. The Chinese tourism market has transformed into one of the world’s
most-watched inbound and outbound tourist markets.

4

China boasts a large number of attractions, such
as historical sites and relics, economic hot spots, and a culturally diverse number of minorities. Therefore, the country has become one
of the most popular travel destinations for many countries, such as Thailand, Japan, South Korea, Russia, and the United Kingdom.

Several driving forces contribute to the continuous
increase in China’s tourism landscape, including:

●
Easing of travel restrictions;

●
Increase in disposable income among Chinese consumers; and

●
Growing popularity of domestic tourism.

The core business of Tongzhilian involves the
development and marketing of cultural tours in the Chinese market. The distinguishing characteristic of a cultural tour is that the locations
visited are either themselves evocative of the culture of China (temples, palaces, historically significant places, etc.) or provide opportunities
for cultural education (museums, schools, universities, etc.). We also define many of our tours by their target markets, for example,
Family Tours that have youth-oriented content, and Education Tours that are more suitable for older participants.

The marketing network for our tours has been
developed from the roster of contacts that our CEO, Huang Fang, has made during her twenty years of experience in marketing aspects of
Chinese culture. We plan, going forward, to be a similarly flexible presence in the industry, both looking for and creating opportunities
within a network of friendly industry participants.

Tongzhilian also sells products such as tea, alcohol,
and gift cards (for redeeming products such as crab and meat). Tongzhilian procures goods from suppliers, and has the suppliers deliver
products on behalf of Tongzhilian to its customers. Tongzhilian has attempted to act as a sales agent for distributors of Chinese cultural
and creative products. As the business develops, the Company intends to engage one or more professional design companies to design its
own lines of cultural and creative products, to be manufactured by a contractor.

The cultural and creative products market in China,
as well as the gift products market, are thriving sectors. The demand for cultural and creative products spans various age groups and
cultural backgrounds, with the younger generation and middle class emerging as the main consumer groups. They show a keen interest in
products that are rich in cultural content and unique design. There is a rising trend in customized cultural and creative products, including
those with regional characteristics, personal sentiment, and brand collaborations. Among the diverse range of cultural and creative products,
classic Chinese styles are favored by consumers for their unique cultural flavor and aesthetic appeal.

The exchange of gift boxes, especially during
the Chinese New Year, is a deeply rooted cultural tradition that symbolizes respect, gratitude, and good wishes. This tradition has evolved
into a booming market, reflecting significant shifts in consumer behavior and preferences. The role of e-commerce in the gift economy
is more prominent than ever. Online platforms offer convenience, variety, and competitive pricing, making them a preferred choice for
many consumers.

Seasonality

Our cultural tourism and arts expositions business will be seasonal,
as our sales will increase during public holidays, which occur during weekend, summer holiday, winter holiday and other public holidays,
normally during July to August and January to February. Our sales will typically be lowest from Monday to Friday during the week, which
is the studying and working period for most families.

Our products sales are not impacted by seasonality.

The Company will endeavor to reduce seasonality by implementing an
innovative development model. For example, we plan to sell paid memberships and prepaid cards year-round to offset the risk of insufficient
travel during the off-season.

5

Insurance

We do not maintain fire, theft, product liability
or other insurance of any kind. We bear the economic risk with respect to loss of or damage or destruction to our property and to the
interruption of our business as well as liability to third parties for damage or destruction to them or their property that may be caused
by our personnel or products.

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.

Employees

As of September 30, 2025, we had 12
employees. None of our employees are represented by a labor union or similar collective bargaining organization.