UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

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

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) OF

ofTHE ~~the~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF 1934

~~September~~Date 30of Report (date of earliest event reported): March 5, ~~2024~~2026

~~Date of Report (Date of Earliest Event Reported)~~001-32522

~~CHINA~~Commission ~~FOODS~~file ~~HOLDINGS LTD.~~number

China Foods Holdings Ltd.

(Exact name of registrant as specified in its charter)

Delaware	~~001~~84-~~32522~~1735478	~~84-1735478~~
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

2301A, 26 Harbour Road
Room 2301A, China Resources Building,
Wanchai, Hong Kong		0
26 Harbour Road,
Wanchai, Hong Kong		0000
(Address of principal executive offices)		(Zip Code)

(852) 3618-8608

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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.

1(a) Previous ~~Independent~~independent ~~Auditors:~~registered public accounting firm

a. (i) On ~~September~~March 305, ~~2024~~2026, ~~Olayinka~~China ~~Oyebola~~Foods &Holdings CoLtd. (the “~~Olayinka~~Company”) ~~was~~accepted ~~dismissed as~~ the ~~company’s~~resignation ~~registered~~of ~~independent public accountant. On October 17, 2024, the company engaged~~ J & S Associate PLT ~~(“J&S”)~~ as its ~~new~~ independent registered ~~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 disclaimer of opinion, and were not qualified or modified as to audit scope or accounting ~~principles~~firm. c. The ~~decision to dismiss Olayinka and to engage J&S was approved by the company~~Company’s ~~board~~Board of ~~directors.~~Directors d.participated Through the period covered by the financial audit for the year ended December 31, 2023 there have been no disagreements with Olayinka on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Olayinka would have caused them to make reference thereto in their report on the financial statements. For the interim period through September 30, 2024 (the date of dismissal), there have been no disagreements with Olayinka on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Olayinka would have caused them to make reference thereto in their report on 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 ~~the~~approved ~~interim period through September 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~~change. g. The company provided a copy of the foregoing disclosures to Olayinka prior to the date of the filing of this report and requested that Olayinka furnish it with a letter addressed to the Securities & 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.

2(ii) ~~New~~The ~~Independent~~reports ~~Accountants:~~of J & S Associate PLT on the financial statements for the fiscal years ended December 31, 2025 and 2024 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

~~a. On October 17, 2024, the company engaged J&S as its new registered independent public accountant.~~ (iii) During the fiscal years ended December 31, ~~2023~~2025 and ~~2022~~2024 and ~~prior~~the tosubsequent ~~October~~interim ~~17,~~period ~~2024~~through ~~(the~~March ~~date~~5, ~~of the new engagement)~~2026, wethere ~~did~~have ~~not~~been ~~consult~~no disagreements with J & S ~~regarding~~Associate ~~(i)~~PLT ~~the~~on ~~application~~any matter of accounting principles toor ~~a specified transaction~~practices, ~~(ii) the type of audit opinion that might be rendered on the registrant’s~~ financial ~~statements~~statement ~~by J&S~~disclosure, ~~in either case where written~~ or ~~oral advice provided by J&S would be an important factor considered by us in reaching a decision as to any accounting,~~ auditing scope or ~~financial~~procedure, ~~reporting~~which ~~issues~~disagreements orif ~~(iii)~~not ~~any~~resolved ~~other~~to ~~matter that was~~ the ~~subject~~satisfaction of aJ ~~disagreement~~& ~~between~~S usAssociate ~~and~~PLT ~~our~~would ~~former~~have ~~auditor~~caused orthem ~~was~~to amake reference ~~reportable~~thereto ~~event (as described~~ in ~~Items~~their ~~304(a)(1)(iv)~~reports oron ~~Item~~the ~~304(a)(1)(v)~~financial ofstatements ~~Regulation~~for ~~S-K,~~such ~~respectively)~~years.

~~Item~~(iv) ~~9.01~~During –the ~~Exhibits~~fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 5, 2026, there have been no reportable events (as defined in S-K 304(a)(1)(v)).

~~Exhibit~~(v) ~~16.1~~The –Company ~~Letter~~has ~~from~~provided ~~Olayinka~~J ~~Oyebola~~ & ~~Co.~~S ~~regarding~~Associate PLT with a copy of these disclosures and requested that they furnish a letter addressed to the ~~change~~SEC instating ~~certifying~~whether ~~accountant~~they agree with the above statements.

~~104~~(b) –New ~~Cover~~independent ~~Page~~registered ~~Interactive~~public ~~Data~~accounting ~~File (embedded within the Inline XBRL document)~~firm

(i) The Company engaged BZ CPA Inc. as its new independent registered public accounting firm effective March 20, 2026. During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 20, 2026, the Company has not consulted with BZ CPA Inc. regarding any matters described in S-K 304(a)(2)(i) or S-K 304(a)(2)(ii).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Description of Exhibit

Exhibit 16.1: Letter from J & S Associates PLT to the Securities and Exchange Commission dated March 5,2026.

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report on Form 8-K~~ to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

China Foods Holdings Limited By: /s/ Kong Xiao Jun Kong Xiao Jun Chief Executive Officer Chief Financial Officer

China Foods Holdings Ltd.

Dated: March 30, 2026	By:	/s/ Kong Xiao Jun
		Kong Xiao Jun
		Chief Executive Officer & Chief Financial Officer

Dated: October 21, 2024

Filing Compare · China Foods Holdings Ltd.