SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~July~~December 1711, 2024

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

(Exact name of registrant as specified in its charter)

Nevada	~~333~~0-~~276152~~56677	93-4332287
(State of other jurisdiction of	(Commission File No.)	(IRS Employer
incorporation or organization		Identification No.)

Room 202, Gate 6, Building 9, Yayuan, Anhui Beili Chaoyang District, Beijing, China 100000 (Address of principal executive offices) (Zip Code) 86 (010) 6492-7946 (Registrant’s telephone number including area code)

86 (010) 6492-7946 (Registrant’s telephone number including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 41.01 ~~Change~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement

On ~~July~~December 1711, 2024 the ~~Board~~Registrant’s ofoperating subsidiary, ~~Directors~~Beijing ofTongzhilian ~~Maitong Sunshine~~ Cultural Development Co., ~~dismissed~~Ltd. ~~Centurion~~(“Tongzhilian”), ZDentered ~~CPA~~into &a ~~Co.~~Travel ~~from~~Agency ~~its~~Cooperation ~~position as~~ Agreement (the ~~principal~~“Agreement”) ~~independent~~with ~~accountant~~Shanghai ~~for~~Ctrip ~~Maitong Sunshine~~International ~~Cultural~~Travel ~~Development~~Services Co., ~~There~~Ltd. is(“Ctrip”). noPursuant ~~Audit~~to ~~Committee of~~ the ~~Board of Directors.~~Agreement:

~~The~~● ~~audit~~Tongzhilian ~~report~~will ofprovide ~~Centurion ZD CPA & Co. on Maitong Sunshine Cultural Development Co.’s financial statements for the period from September 7~~booking, ~~2023~~arrangement toand ~~September~~reception ~~30,~~services 2023 did not contain any adverse opinion or disclaimer of opinion or qualification, except that the audit report of Centurion ZD CPA & Co. on Maitong Sunshine Cultural Development Co.’s financial statements for ~~the~~tours ~~period~~organized ~~from~~by September 7, 2023 to September 30, 2023 did contain a modification expressing substantial doubt about the ability of Maitong Sunshine Cultural Development Co. to continue as a going concern. Centurion ZD CPA & Co. did not, during the applicable periods, advise Maitong Sunshine Cultural Development Co. of any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K.Ctrip;

~~During~~● ~~the~~Tongzhilian ~~two~~will ~~most~~provide ~~recent~~SCITS ~~fiscal years~~ and ~~the subsequent~~its ~~interim~~affiliates ~~period~~with ~~through~~individual ~~July~~tourism ~~17,~~elements ~~2024, there was no~~ (~~i) disagreement between Maitong Sunshine Cultural Development Co. and Centurion ZD CPA & Co. on any matter of accounting principles or practices~~transportation, ~~financial statement disclosure~~meals, orattraction ~~auditing scope or procedure~~tickets, ~~which~~ ~~disagreement, if not resolved to its satisfaction, would have caused Centurion ZD CPA & Co~~etc.) tothat ~~make~~are ~~reference~~otherwise tomarketed ~~the~~by ~~subject matter~~Tongzhilian; ~~of such disagreement in connection with its report. During the same period, there was no “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.~~and

~~Maitong~~● ~~Sunshine~~Ctrip ~~Cultural~~will ~~Development~~serve ~~Co.~~as ~~has~~non-exclusive ~~requested Centurion~~sales ZDagent ~~CPA~~for &Tongzhilian’s ~~Co.~~package totours, ~~furnish a letter addressed to the Securities~~ and ~~Exchange~~may ~~Commission~~integrate ~~stating~~Tongzhilian ~~whether~~package ortours ~~not Centurion ZD CPA & Co. agrees~~ with ~~the~~Ctrip’s ~~statements~~package ~~in this 8-K pertaining to Centurion ZD CPA & Co~~tours. ~~A copy of the letter is filed as an exhibit to this 8-K.~~

OnWhen ~~July~~Ctrip ~~17,~~serves ~~2024,~~as ~~Maitong~~sales ~~Sunshine~~agent ~~Cultural~~for ~~Development~~Tongzhilian’s ~~Co.~~tourism ~~retained~~elements, the ~~firm~~sales ofprice ~~ARK~~will ~~Pro~~be ~~CPA~~determined &by ~~Co.~~Tongzhilian toand ~~serve as its new independent public accounting firm. At no time during~~ the ~~past~~settlement ~~two fiscal~~price ~~years~~will orbe ~~any~~jointly ~~subsequent~~agreed ~~period~~by ~~prior~~SCITS toand ~~July 17, 2024 did Maitong Sunshine Cultural Development Co~~Tongzhilian. ~~consult with ARK Pro CPA &~~ ~~Co.~~Tongzhilian ~~regarding~~agrees ~~any~~that ~~matter of~~ the ~~sort~~prices ~~described~~charged ~~above with reference~~ to ~~Centurion~~Ctrip’s ZDcustomers ~~CPA~~will &not ~~Co.,~~exceed ~~any~~prices ~~issue~~charged ~~relating~~through toTongzhilian’s ~~the~~own ~~financial statements of Maitong Sunshine Cultural Development Co~~channels.~~, or the type of audit opinion that might be rendered for Maitong Sunshine Cultural Development Co.~~

~~Item~~The ~~9.01~~Agreement ~~Financial~~may ~~Statements~~be ~~and~~terminated ~~Exhibits~~by either party on December 10, 2026 or on any anniversary of that date.

Item 9.01 Financial Statements and Exhibits

16		Letter from Centurion ZD CPA & Co.
Exhibits
10		English translation of Travel Agency Cooperation Agreement dated December 11, 2024 between Beijing Tongzhilian Cultural Development Co., Ltd. and Shanghai Ctrip International Travel Service Co., Ltd.
104		Cover page interactive data file (embedded within the iXBRL document)

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 hereunto duly authorized.

	MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
Dated: July 19, 2024	By:	/s/ Huang Fang
Dated: December 13, 2024	By:	/s/ Huang Fang
		Huang Fang
		Chief Executive Officer

Filing Compare · Maitong Sunshine Cultural Development Co., Ltd