false 0001310630 0001310630 2024-09-30 2024-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange 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   001-32522   84-1735478

(State or other jurisdiction

of incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

2301A, 26 Harbour Road    
Wanchai, Hong Kong   0
(Address of principal executive offices)   (Zip Code)

 

(852) 3618-8608

(Registrant’s telephone number, including area 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
         

 

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) Previous Independent Auditors:

 

a.On September 30, 2024, Olayinka Oyebola & Co. (“Olayinka”) was dismissed as the company’s registered independent public accountant. On October 17, 2024, the company engaged J&S Associate PLT (“J&S”) as its new 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.
c.The decision to dismiss Olayinka and to engage J&S was approved by the company’s board of directors.
d.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 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.
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) New Independent Accountants:

 

a.On October 17, 2024, the company engaged J&S as its new registered independent public accountant. During the years ended December 31, 2023 and 2022 and prior to October 17, 2024 (the date of the new engagement), we did not consult with J&S regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the registrant’s financial statements by J&S, 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 or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

 

Item 9.01 – 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 Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

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

 

Dated: October 21, 2024

 

 

 

 

Exhibit 16.1

 

 

 

 

v3.24.3
Cover
Sep. 30, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 30, 2024
Entity File Number 001-32522
Entity Registrant Name CHINA FOODS HOLDINGS LTD.
Entity Central Index Key 0001310630
Entity Tax Identification Number 84-1735478
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 2301A
Entity Address, Address Line Two 26 Harbour Road
Entity Address, City or Town Wanchai
Entity Address, Country HK
Entity Address, Postal Zip Code 0
City Area Code 852
Local Phone Number 3618-8608
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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