UNITED STATES

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 (Date of earliest event reported): April ~~March 19~~26, 2016

Commission file number: 000-54072

China Ginseng Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 64 Jie Fang Da Road Ji Yu Building A, Suite 1208 Changchun City, China (Address of principal executive offices) Registrant’s telephone (01186) 43185790039

(State or other jurisdiction of
incorporation or organization)

64 Jie Fang Da Road

Ji Yu Building A, Suite 1208

Changchun City, China

(Address of principal executive offices)

Registrant’s telephone (01186) 43185790039

Copies to:

Hunter Taubman Fischer LLC

1450 Broadway, 26^th Floor

New York, NY 10018

Tel: 212-732-7184

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 (see General Instruction A.2. below):

☐¨ 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))

~~Section 5~~Item –4.01 ~~Corporate~~Changes ~~Governance~~in ~~and~~Registrant’s ~~Management~~Certifying Accountant

~~Item~~On April 26, 2016, China Ginseng Holdings, 5Inc.~~02:~~ ~~Departure~~(the “Company”) was informed by its independent registered public accounting firm, Cowan, Gunteski & Co., P.A. (“Cowan”), that it has transferred its SEC practice to MSPC. As a result of ~~Directors~~the ortransfer ~~Principal~~and ~~Officers;~~upon ~~Election~~notice by Cowan to the Company on April 26, 2016, Cowan in effect has resigned as the Company’s independent registered public accounting firm and MSPC became the Company’s independent registered public accounting firm. The engagement of ~~Directors;~~MSPC ~~Appointment~~as the Company’s independent registered public accounting firm was ratified and approved by the Board of ~~Principal~~Directors ~~Officers~~of the Company on April 27, 2016.

OnFrom February 28, 2013 when Cowan was engaged, ~~March~~and 21subsequently through April 26, 2016, ~~Mr.~~there ~~Xiaohua~~were ~~Cai~~no ~~tendered~~disagreements ~~his~~between ~~resignation~~us toand ~~China~~Cowan ~~Ginseng~~on ~~Holdings,~~any ~~Inc.~~matter ~~(the~~of ~~“Company”)~~accounting asprincipals or ~~the~~practices, ~~Chief Marketing~~financial ~~Officer~~statement ~~(“CMO”)~~disclosure, ofor ~~the~~auditing ~~Company.~~scope ~~Mr.~~or ~~Cai’s~~procedures, ~~resignation~~which ~~did~~disagreements, if not ~~result~~resolved ~~from~~to ~~any~~the ~~disagreement regarding~~satisfaction ~~any~~of ~~matter~~Cowan ~~related~~would have caused Cowan to make reference to the ~~Company’s~~subject ~~operations,~~matter ~~policies~~of orthe ~~practices~~disagreements in connection with its reports.

On During the ~~same~~Company’s ~~day~~two most recent fiscal years ended June 30, 2016 and 2015 and through April 26, 2016, the Company’s ~~Board~~did not consult with MSPC on (i) the application of ~~Directors~~accounting ~~accepted~~principles ~~Mr.~~to ~~Cai~~a specific transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s ~~resignation~~financial statements, and ~~simultaneously~~MSPC ~~appointed~~did ~~Ms.~~not ~~Xiaolin~~provide either a written report or oral advice to the Company that LiMSPC concluded was an important factor considered by the Company in reaching a decision as ~~its~~to ~~CMO~~any ~~and~~accounting, ~~Ms.~~auditing, ~~Baolan~~or Wufinancial reporting issue; or (ii) the subject of any disagreement, as ~~its~~defined ~~Chief~~in ~~Operations~~Item ~~Officer~~304 (~~COO~~a)(1)(iv) of Regulation S-K.

~~Ms. Li~~The Company has ~~extensive~~provided ~~experience~~Cowan ina ~~marketing~~copy ~~industry. Ms. Li had been~~ of the ~~marketing~~disclosures ~~director~~in ofthis ~~Renlongxiang~~Form ~~pharmaceutical~~8-K ~~Heilong Jiang~~and ~~Province~~has ~~from~~requested ~~2003~~that toCowan ~~2015.~~furnish ~~Ms.~~it Liwith ~~graduated~~a ~~from~~letter ~~Jiamusi~~addressed ~~University~~to inthe ~~1994~~Securities ~~with~~and aExchange Commission ~~bachelor~~stating ~~degree~~whether ~~and~~or ~~major~~not inCowan ~~Chinese Language.~~agrees ~~Ms.~~with Wuthe ~~has~~Company’s ~~extensive~~statements ~~experience~~ in ~~pharmaceutical~~this ~~industry~~Item ~~and accounting experience~~4. Ms01. WuA ~~had~~copy ~~been~~of the ~~CFO~~letter ~~of Heilongjiang~~dated ~~Wanchong~~April ~~Pharmaceutical Co.~~26, ~~Ltd~~2016 ~~from~~furnished ~~October~~by ~~1993~~Cowan in response to ~~May~~that ~~2013~~request ~~and~~is ~~she~~filed ~~had~~as ~~been~~Exhibit ~~General~~16.1 ~~Manager~~to ofthis ~~Xingcheng~~Form ~~Heilongjiang~~8-K. ~~from May~~And ~~2013~~a tocopy ~~March~~of ~~2016.~~the ~~Ms.~~letter from WuCowan ~~graduated~~about ~~from~~its ~~Heilongjiang~~resignation ~~Commercial~~addressed ~~Institute~~to inthe ~~1988~~Company ~~with~~is afiled ~~bachelor~~as ~~degree~~Exhibit ~~and~~16.2 ~~major~~to inthis ~~accounting~~Form 8-K.

~~We are~~Item ~~currently negotiating the terms of Ms~~9.01 LiFinancial ~~and~~Statements ~~Ms. Wu’s employment agreements,~~ and ~~will file a copy of the agreement when it becomes available~~Exhibits.

~~Item 7.01 Regulation~~(d) ~~FD Disclosure~~Exhibits.

~~On March~~16.1 ~~19,~~Letter ~~2016~~from Cowan, ~~the~~Gunteski ~~company~~& ~~hosted~~Co., ~~a conference at which they did a presentation about their company to the potential distributers of Ginseng juice product and those investors of their new eye-protection project~~P.C. Adated ~~copy of CSNG Distributor Conference Presentation~~April is27, ~~attached hereto as Exhibit 99.1.~~2016

~~Copies of~~16.2 ~~CSNG~~Letter ~~Distributor~~from ~~Conference~~Cowan, ~~Presentation shall~~Genteski ~~not~~& ~~be considered as an offer to sell or a solicitation of an offer to buy any securities of the company in any jurisdiction where the offer or sale is not permitted~~Co. ~~In addition~~, ~~such~~P.C. ~~materials~~dated ~~shall~~April ~~not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~26, ~~nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference in such filing.~~2016

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(a)-(c)~~Pursuant to the requirements of the Securities ~~Not~~Exchange ~~applicable~~Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

(d) Exhibits:

	China Ginseng Holdings, Inc.

Date: April 27, 2016	By:	/s/ Long He
		Long He Chief Executive Officer

Exhibit No.	Description
99.1	CSNG Distributor Conference Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

	China Ginseng Holdings, Inc.
Date: March 23, 2016	By:	/s/ Long He
		Long He Chief Executive Officer

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