8-K
China Foods Holdings Ltd. (CFOO)
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): March 5, 2026
001-32522
Commission
file number
ChinaFoods Holdings Ltd.
(Exact name of registrant as specified in its charter)
| Delaware | 84-1735478 |
|---|---|
| State<br> or other jurisdiction of | (I.R.S.<br> Employer |
| incorporation<br> or organization | Identification<br> No.) |
| Room<br> 2301A, China Resources Building, | |
| --- | --- |
| 26<br> Harbour Road, | |
| Wanchai,<br> Hong Kong | 0000 |
| (Address<br> of principal executive offices) | (Zip<br> 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<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 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. ☐
Item4.01 Changes in Registrant’s Certifying Accountant.
(a) Previous independent registered public accounting firm
(i) On March 5, 2026, China Foods Holdings Ltd. (the “Company”) accepted the resignation of J & S Associate PLT as its independent registered public accounting firm. The Company’s Board of Directors participated in and approved the change.
(ii) The reports 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.
(iii) During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 5, 2026, there have been no disagreements with J & S Associate PLT 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 J & S Associate PLT would have caused them to make reference thereto in their reports on the financial statements for such years.
(iv) During the 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)).
(v) The Company has provided J & S Associate PLT with a copy of these disclosures and requested that they furnish a letter addressed to the SEC stating whether they agree with the above statements.
(b) New independent registered public accounting 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).
Item9.01 Financial Statements and Exhibits
(d)Exhibits
Descriptionof Exhibit
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 report to be signed on its behalf by the undersigned, thereunto duly authorized.
| China<br> Foods Holdings Ltd. | ||
|---|---|---|
| Dated:<br> March 30, 2026 | By: | /s/ Kong Xiao Jun |
| Kong<br> Xiao Jun | ||
| Chief<br> Executive Officer & Chief Financial Officer |
Exhibit16.1
| 202206000037 (LLP0033395-LCA) & AF002380<br><br> <br>(Registered with PCAOB and MIA)<br><br> <br>B-11-14, Megan Avenue<br>II<br><br> <br>12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia | Tel: +603-4813 9469<br><br> <br>Email : info@jns-associate.com<br><br> <br>Website : jns-associate.com |
|---|
March 5, 2026
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE:CHINA FOODS HOLDINGS LIMITED (CFOO)
We have resigned from our position as the auditor of CFOO effective March 5, 2026.
We have read the statements made by CFOO in Item (a) of this Form 8-K regarding the change in auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements of this Form 8-K.
Very truly yours,
/s/J&S Associate PLT
Certified Public Accountants
PCAOB Number: 6743
We have served as the Company’s auditor since 2024.
Kuala Lumpur, Malaysia