UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange ~~of earliest event reported): May 21, 2024~~Act

September 30, 2024

Date of Report (Date of Earliest Event Reported)

CHINA FOODS HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

Delaware	1001-32522	84-1735478
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2301A, 26 Harbour Road Wanchai, Hong Kong		0000
2301A, 26 Harbour Road
Wanchai, Hong Kong		0
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		(852) 3618-8608

(~~Former name or former address, if changed since last report~~852) 3618-8608

~~Check~~(Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~code):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~Common CFOO OTC Markets~~

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 4.01 – Changes in Registrant’s Certifying Accountant

~~Item~~1) Previous ~~5.02~~Independent ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Auditors:

a. On ~~May~~ 21September 30, 2024, ~~China~~Olayinka ~~Foods~~Oyebola ~~Holdings,~~& ~~Ltd~~Co. (“Olayinka”) was dismissed as the company’s registered independent public accountant. On October 17, 2024, the company engaged J&S Associate PLT (“~~Company~~J&S”) ~~appointed~~as ~~Kong~~its ~~Liqi~~new asregistered independent public accountant. b. For the year ended December 31, 2023 and for the interim period through the time of their dismissal, Olayinka’s report did not contain an adverse opinion or a ~~member~~disclaimer of opinion, and were not qualified or modified as to audit scope or accounting principles. c. The decision to dismiss Olayinka and to engage J&S was approved by the ~~Company~~company’s ~~Board~~board of ~~Directors~~ directors. Msd. ~~Kong,~~Through ~~age~~the 23period covered by the financial audit for the year ended December 31, ~~graduated~~2023 ~~from~~there ~~New~~have ~~York~~been ~~University~~no disagreements with aOlayinka ~~Bachelor’s~~on ~~degree~~any inmatter ~~Mathematics~~of ~~and~~accounting ~~Economics~~principles ~~and~~or apractices, ~~Master~~ financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of ~~Applied~~Olayinka ~~Analytics~~would ~~from~~have ~~Columbia~~caused ~~University~~them to make reference thereto in their report on the financial statements. ~~She~~For isthe ~~currently~~interim ~~serves~~period asthrough September 30, 2024 (the ~~Investments~~date ~~Manager~~of dismissal), there have been no disagreements with Olayinka on any matter of HYaccounting ~~Resources~~principles ~~Investments~~or ~~Limited and~~practices, ~~provides~~financial ~~advisory~~statement ~~services~~disclosure, ~~and~~or ~~assists~~auditing ~~that~~scope ~~company~~or procedure, which disagreements if not resolved to the satisfaction of Olayinka would have caused them to make reference thereto in ~~vetting~~their ~~new~~report ~~investment~~on ~~opportunities~~the financial statements. e. We have authorized Olayinka to respond fully to any inquiries of J&S f. During the year ended December 31, 2023 and ~~has~~the ~~served~~interim inperiod ~~this~~through ~~role~~September ~~since~~30, 2024, there have been no reportable events between the company and Olayinka as set forth in Item 304(a)(1)(v) of Regulation S-K. Ms g. ~~Kong~~The iscompany ~~engaged~~provided ina ~~continuous~~copy ~~professional~~of ~~development~~the inforegoing disclosures to Olayinka prior to the ~~investment~~date ~~industry~~of the filing of this report and requested that Olayinka furnish it with a letter addressed to the ~~broader~~Securities ~~economy~~& Exchange Commission stating whether or not it agrees with the statements in this report. A copy of this letter is filed as Exhibit 16.1 in this Form 8-K.

~~There~~2) ~~were~~New noIndependent arrangements or understandings between Ms. Kong and any other persons pursuant to which Ms. Kong was elected as a director. In addition, at this time, the Company has not appointed Ms. Kong to any committees nor has it made any determination to appoint Ms. Kong to any committee. Ms. Kong’s compensation for serving as a member of the Board has not yet been fixed.Accountants:

a. On ~~May~~ 21October 17, 2024, the ~~Company~~company ~~appointed~~engaged ~~Yang~~J&S ~~Huan~~ as aits ~~member~~new ofregistered independent public accountant. During the ~~Company’s~~years ~~Board~~ended ofDecember ~~Directors.~~31, ~~She~~2023 ~~currently~~and ~~holds~~2022 and prior to October 17, 2024 (the ~~position~~ date of ~~Executive~~the ~~Manager~~new engagement), we did not consult with J&S regarding (i) the ~~Company’s~~application ~~wholly~~of ~~owned~~accounting ~~subsidiary,~~principles ~~Alpha~~to ~~Wellness~~a specified transaction, (HKii) ~~Limited,~~the ~~where~~type ~~she~~of ~~provides~~audit ~~advisory~~opinion ~~services and~~that ~~oversees~~might ~~various~~be ~~operational~~rendered ~~functions,~~on ~~including~~the ~~HR,~~registrant’s ~~finance,~~financial ~~vendor~~statements ~~management~~by J&S, ~~event~~in ~~planning,~~either ~~and~~case ~~administrative~~where ~~tasks.~~written ~~She~~or ~~has held~~oral ~~this~~advice ~~position~~provided ~~since~~by ~~August~~J&S ~~2021.~~would ~~Ms.~~be ~~Yang,~~an ~~age~~important ~~28,~~factor isconsidered by us in reaching a ~~graduate~~decision ofas ~~Jinan~~to ~~University~~any accounting, ~~holding~~auditing aor ~~Bachelor’s~~financial ~~degree~~reporting inissues ~~English Language~~or (iii) any other matter that was the subject of a disagreement between us and ~~Literature,~~our asformer ~~well~~auditor asor was a ~~double~~reportable ~~degree~~event (as described in ~~Economics~~Items 304(~~Investments~~a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

~~There~~Item ~~were no arrangements or understandings between Ms~~9.01 ~~Yang~~– and any other persons pursuant to which Ms. Yang elected as a director. In addition, at this time, the Company has not appointed Ms. Yang to any committees nor has it made any determination to appoint Ms. Yang to any committee. Ms. Yang’s compensation for serving as a member of the Board has not yet been fixed.Exhibits

Exhibit 16.1 – Letter from Olayinka Oyebola & Co. regarding the change in certifying accountant.

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	China Foods Holdings Limited
Date: June 13, 2024	By:	/s/ Kong Xiao Jun
	Name:	Kong Xiao Jun
	Title:	Chief Executive Officer

China Foods Holdings Limited

By:	/s/ Kong Xiao Jun
	Kong Xiao Jun
	Chief Executive Officer
	Chief Financial Officer

Dated: October 21, 2024

Filing Compare · China Foods Holdings Ltd.