8-K - CFOO - Equibles

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<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(Commission<br><br> <br>File<br> Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> Number)
2301A,<br> 26 Harbour Road
---	---
Wanchai,<br> Hong Kong	0
(Address<br> of principal executive offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> 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. ☐

Item4.01 – Changes in Registrant’s Certifying Accountant

1) Previous Independent Auditors:

a.	On<br> September 30, 2024, Olayinka Oyebola & Co. (“Olayinka”) was dismissed as<br> the company’s registered independent public accountant. On October 17, 2024, the company<br> engaged J&S Associate PLT (“J&S”) as its new registered independent public<br> accountant.
b.	For<br> the year ended December 31, 2023 and for the interim period through the time of their dismissal,<br> Olayinka’s report did not contain an adverse opinion or a disclaimer of opinion, and<br> were not qualified or modified as to audit scope or accounting principles.
c.	The<br> decision to dismiss Olayinka and to engage J&S was approved by the company’s board<br> of directors.
d.	Through<br> the period covered by the financial audit for the year ended December 31, 2023 there have<br> been no disagreements with Olayinka on any matter of accounting principles or practices,<br> financial statement disclosure, or auditing scope or procedure, which disagreements if not<br> resolved to the satisfaction of Olayinka would have caused them to make reference thereto<br> in their report on the financial statements. For the interim period through September 30,<br> 2024 (the date of dismissal), there have been no disagreements with Olayinka on any matter<br> of accounting principles or practices, financial statement disclosure, or auditing scope<br> or procedure, which disagreements if not resolved to the satisfaction of Olayinka would have<br> caused them to make reference thereto in their report on the financial statements.
e.	We<br> have authorized Olayinka to respond fully to any inquiries of J&S
f.	During<br> the year ended December 31, 2023 and the interim period through September 30, 2024, there<br> have been no reportable events between the company and Olayinka as set forth in Item 304(a)(1)(v)<br> of Regulation S-K.
g.	The<br> company provided a copy of the foregoing disclosures to Olayinka prior to the date of the<br> filing of this report and requested that Olayinka furnish it with a letter addressed to the<br> Securities & Exchange Commission stating whether or not it agrees with the statements<br> in this report. A copy of this letter is filed as Exhibit 16.1 in this Form 8-K.

2) New Independent Accountants:

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).

Item9.01 – 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<br> Foods Holdings Limited
By:	/s/ Kong Xiao Jun
	Kong<br> Xiao Jun
	Chief<br> Executive Officer
	Chief<br> Financial Officer

Dated: October 21, 2024

Exhibit 16.1