UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
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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).
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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