Form 8-K - Current report

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: January 9, 2025

MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED

(Exact name of registrant as specified in its charter)

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

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 1.01 Entry into a Material Definitive Agreement

On January 9, 2025 Maitong Sunshine Cultural Development Co., Ltd. entered into a Strategic Framework Cooperation Agreement (the “Agreement”) with Hope Star Technology Holdings Group Limited, a subsidiary of Consolidated Capital of North America, Inc. (OTC Pink: CDNO) that provides travel services in China focused for women customers. The Agreement has been made for the purpose of sharing resources and cooperating in mutual development in the cultural tourism market. The parties agree to cooperate in technological research, market promotion and talent cultivation by:

●

formulate joint marketing plans with a goal of developing joint customers;

●

establish a joint customer service system to provide efficient services; and

●

develop data-sharing systems that are compliant with applicable regulations.

Item 9.01 Financial Statements and Exhibits

Exhibits

10		English translation of Strategic Framework Cooperation Agreement between Maitong Sunshine Cultural Development Co., Ltd. and Hope Star Technology Holdings Group Limited
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: January 10, 2025	By:	/s/ Huang Fang
		Huang Fang
		Chief Executive Officer

Exhibit 10

Strategic Framework Cooperation Agreement

Party A: MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LTD

Party B: HOPE STAR TECHNOLOGY HOLDINGS GROUP LIMITED

Whereas Party A is a leading domestic service provider for youth and elderly culture and tourism in China, possessing rich experience and resources, and is also a listed company in the United States (MGSD). Party B is also a listed company in the United States (CDNO), and through its online platform, it is a service provider focusing on women's travel. Relying on the Internet + offline entity management model, it provides users with comprehensive services such as tourism, health, entertainment, and education. It owns service platforms like nvyou.com, the lvxiaoer application, and travel agencies. For the purpose of achieving the goals of resource sharing, complementary advantages, and common development, Party A and Party B have reached the following agreement on establishing a long-term strategic cooperation relationship through friendly negotiations:

I. Purpose of Cooperation

Both Party A and Party B adhere to the principles of equality, mutual benefit, mutual respect, long-term cooperation, and common development, give full play to their respective advantages, and conduct all-round and multi-level cooperation in the cultural tourism market.

Through strategic cooperation, enhance the competitiveness and influence of both parties in the market and maximize economic and social benefits.

II. Cooperation Goals

During the cooperation period, jointly explore the cultural tourism market, increase market share, and achieve significant growth in the business of both parties.

Jointly carry out cultural tourism business, create innovative and competitive products or services to meet the ever-changing needs of customers.

Establish a long-term and stable cooperation mechanism to promote in-depth exchanges and cooperation between the two parties in aspects such as technological research and development, market promotion, and talent cultivation.

III. Cooperation Contents

1. Market Expansion Cooperation

Both parties will integrate their respective market resources, jointly formulate marketing promotion plans, carry out joint marketing activities, and improve brand awareness and product market share. Specifically targeting women and the elderly, jointly develop potential customers, share customer information, and provide customers with high-quality product and service solutions.

2. Product and Service Cooperation

- Party A agrees to give priority to recommending Party B's relevant products or services in its own products or services. Party B should also, under the same conditions, give priority to recommending Party A's products or services to customers, so as to achieve the mutual matching and coordinated development of the products and services of both parties.

- Jointly establish a customer service system to provide customers with timely, efficient, and high-quality pre-sales, in-sales, and after-sales services, and improve customer satisfaction and loyalty.

3. Data Sharing and Analysis Cooperation

- On the premise of complying with laws and regulations and protecting customer privacy, both parties will explore the data sharing mechanism, integrate the data resources of both parties in aspects such as the market, customers, and products, conduct in-depth analysis and mining, and provide data support for the decision-making of both parties.

- Through data analysis, jointly discover market opportunities and potential risks, optimize product and service strategies, and improve operational efficiency and market response speed.

- Establish a data security management system to ensure the security and compliance of data collection, storage, use, and transmission.

IV. Cooperation Methods

Both parties will set up a joint working group responsible for the specific implementation and coordination of strategic cooperation. The joint working group will hold regular meetings to communicate the progress of cooperation and solve the problems encountered in the cooperation process.

For specific cooperation projects, both parties will, according to the characteristics and requirements of the projects, sign detailed project cooperation agreements, clearly defining the goals, tasks, division of labor, time nodes, income distribution, and other matters of the projects.

During the cooperation process, both parties should maintain close communication, promptly report the business development situation of each party and the progress of cooperation projects, and jointly respond to market changes and challenges.

V. Rights and Obligations of Both Parties

Rights and Obligations of Party A

- Have the right to understand the work progress of Party B in the cooperation projects and put forward reasonable suggestions and opinions.

- Provide necessary resources and support in accordance with the provisions of this agreement and specific project cooperation agreements to ensure the smooth progress of cooperation projects.

- Keep confidential the information such as Party B's trade secrets and technical secrets known in the cooperation process. Without the written consent of Party B, shall not disclose it to any third party.

- Actively play its own advantages in the cooperation projects and make efforts to achieve the cooperation goals.

- Comply with the various provisions of this agreement, fulfill cooperation obligations, and safeguard the cooperation relationship and common interests of both parties.

Rights and Obligations of Party B

- Have the right to require Party A to fulfill relevant obligations and provide corresponding resources and support in accordance with the provisions of this agreement and specific project cooperation agreements.

- Keep confidential the information and materials provided by Party A and shall not use them for other purposes unrelated to the cooperation projects. Without the written consent of Party A, shall not disclose Party A's trade secrets, technical secrets, and other information to third parties.

- Organize and implement cooperation projects in accordance with the requirements of this agreement and specific project cooperation agreements to ensure project quality and progress.

- During the cooperation process, maintain close communication with Party A, promptly feedback the progress and existing problems of the projects, and jointly negotiate solutions.

- Actively expand business, create more opportunities and space for the cooperation of both parties, and promote the in-depth development of the cooperation relationship.

VI. Confidentiality Clause

Both parties shall strictly keep confidential all kinds of confidential information such as the other party's trade secrets, technical secrets, customer information, and financial data known in the cooperation process. Without the written consent of the other party, neither party shall disclose or use the other party's confidential information to any third party.

VII. Intellectual Property Clause

The intellectual property rights generated by both parties in the cooperation projects, including but not limited to patents, trademarks, copyrights, and technical secrets, shall be jointly or separately enjoyed by both parties in accordance with the provisions of specific project cooperation agreements.

Without the written consent of the other party, neither party shall transfer or license the jointly owned intellectual property rights to third parties for use. For the intellectual property rights enjoyed by each party respectively, on the premise of not affecting the cooperation projects, each party has the right to decide on its own to use, transfer, or license it to third parties for use.

During the cooperation process, both parties should respect each other's intellectual property rights and shall not infringe upon the other party's intellectual property rights. If the intellectual property rights of one party are infringed due to the reasons of the other party, the infringing party shall bear all legal responsibilities and compensate the other party for the losses suffered thereby.

VIII. Amendment and Termination of the Agreement

Any amendment or supplement to this agreement shall be subject to the written consensus of both parties through negotiation and a written agreement shall be signed. Without the written consent of the other party, neither party shall arbitrarily change the content of this agreement.

IX. Other Clauses

Matters not covered in this agreement can be negotiated separately by both parties and a supplementary agreement can be signed. The supplementary agreement shall have the same legal effect as this agreement.

Party A: MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LTD

Party B: HOPE STAR TECHNOLOGY HOLDINGS GROUP LIMITED

Signing date：01/09/2025

Cover	Jan. 09, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 09, 2025
Entity File Number	0-56677
Entity Registrant Name	MAITONG SUNSHINE CULTURAL DEVELOPMENT CO., LIMITED
Entity Central Index Key	0002003750
Entity Tax Identification Number	93-4332287
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Room 202, Gate 6, Building 9
Entity Address, Address Line Two	Yayuan
Entity Address, Address Line Three	Anhui Beil
Entity Address, City or Town	Chaoyang District
Entity Address, Country	CN
Entity Address, Postal Zip Code	100000
City Area Code	86
Local Phone Number	(010) 6492-7946
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false