China Foods Holdings changes external auditor

China Foods Holdings Ltd. reported a change in its external auditor.

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

China Foods Holdings Ltd. reported a change in its external auditor. The company accepted the resignation of J & S Associate PLT as its independent registered public accounting firm, with the Board of Directors approving the change.

The prior auditor’s reports on the fiscal years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company states there were no disagreements or reportable events during those periods. China Foods Holdings engaged BZ CPA Inc. as its new independent registered public accounting firm effective March 20, 2026.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Resignation date of J & S Associate PLT: March 5, 2026 Engagement date of BZ CPA Inc.: March 20, 2026 Audited fiscal years by former auditor: 2025 and 2024 +1 more

4 metrics

Resignation date of J & S Associate PLT March 5, 2026 Date company accepted former auditor’s resignation

Engagement date of BZ CPA Inc. March 20, 2026 Effective date as new independent registered public accounting firm

Audited fiscal years by former auditor 2025 and 2024 Fiscal years covered by J & S Associate PLT reports

Exhibit identifying auditor’s SEC letter Exhibit 16.1 Letter from J & S Associate PLT to SEC dated March 5, 2026

Key Terms

independent registered public accounting firm, reportable events, Emerging growth company, Item 4.01 Changes in Registrant’s Certifying Accountant, +1 more

5 terms

independent registered public accounting firm financial

"accepted the resignation of J & S Associate PLT as its independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"there have been no reportable events (as defined in S-K 304(a)(1)(v))"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 4.01 Changes in Registrant’s Certifying Accountant regulatory

"Item 4.01 Changes in Registrant’s Certifying Accountant."

S-K 304(a)(2)(i) or S-K 304(a)(2)(ii) regulatory

"not consulted with CPA Inc. regarding any matters described in S-K 304(a)(2)(i) or S-K 304(a)(2)(ii)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did China Foods Holdings (CFOO) disclose?

China Foods Holdings disclosed that it accepted the resignation of J & S Associate PLT as its independent registered public accounting firm and approved this change through its Board of Directors. The company then engaged BZ CPA Inc. as its new independent registered public accounting firm, effective March 20, 2026.

Did China Foods Holdings (CFOO) report disagreements with its former auditor?

The company reported no disagreements with J & S Associate PLT on accounting principles, financial statement disclosure, or auditing scope or procedure for 2025, 2024, or through March 5, 2026. It also stated there were no reportable events as defined in S-K 304(a)(1)(v) during these periods.

What periods did J & S Associate PLT audit for China Foods Holdings (CFOO)?

J & S Associate PLT audited China Foods Holdings’ financial statements for the fiscal years ended December 31, 2025 and December 31, 2024. Their reports for these years contained no adverse opinion, no disclaimer of opinion, and no qualifications regarding uncertainty, audit scope, or accounting principles.

Who is the new independent registered public accounting firm for China Foods Holdings (CFOO)?

China Foods Holdings engaged BZ CPA Inc. as its new independent registered public accounting firm effective March 20, 2026. The company also noted that during 2025, 2024, and the interim period through March 20, 2026, it did not consult BZ CPA Inc. on matters described in S-K 304(a)(2).

Did China Foods Holdings (CFOO) consult BZ CPA Inc. before the engagement?

The company stated that during the fiscal years ended December 31, 2025 and 2024, and the interim period through March 20, 2026, it did not consult BZ CPA Inc. regarding matters described in S-K 304(a)(2)(i) or S-K 304(a)(2)(ii), such as accounting principles or audit opinions.

What exhibits were filed with the China Foods Holdings (CFOO) auditor change?

China Foods Holdings included Exhibit 16.1, a letter from J & S Associate PLT to the Securities and Exchange Commission dated March 5, 2026. It also referenced the Cover Page Interactive Data File identified as Exhibit 104, embedded within the Inline XBRL document.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/30/2026 - 01:09 PM

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

China Foods Holdings Ltd.

(Exact name of registrant as specified in its charter)

Delaware		84-1735478
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)

Room 2301A, China Resources Building,
26 Harbour Road,
Wanchai, Hong Kong		0000
(Address of principal executive offices)		(Zip 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 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
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. ☐

Item 4.01 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).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Description of Exhibit

Exhibit 16.1: Letter from J & S Associates PLT to the Securities and Exchange Commission dated March 5,2026.

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 Foods Holdings Ltd.

Dated: March 30, 2026	By:	/s/ Kong Xiao Jun
		Kong Xiao Jun
		Chief Executive Officer & Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents