UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTICE
OF LATE FILING
| (Check one): |
☒ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
|
|
|
|
| |
☐ Form 10-Q |
☐ Form 10-D |
☐ Form N-CEN |
☐ Form N-CSR |
|
|
|
For Period
Ended: December 31, 2025
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
For the
Transition Period Ended: ___________________________
PART I — REGISTRANT INFORMATION
| Full
Name of Registrant: |
China
Foods Holdings Ltd. |
| |
|
| Former
Name if Applicable: |
None |
| |
|
Address
of Principal Executive Office (Street
and Number): |
Room
2301A, China Resources Building,
26
Harbour Road, |
| |
|
| City,
State and Zip Code: |
Wanchai,
Hong Kong |
PART II — RULES 12b-25(b) AND
(c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
|
(a) |
The reasons described in
reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ |
(b) |
The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
| |
(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The
Registrant could not complete the filing of its Annual Report on Form 10-K for the period ending December 31, 2025, due to a delay
in obtaining and compiling information required to be included in its Form 10-K, which delay could not be eliminated by the
Registrant without unreasonable efforts and expense. Those delays relate to a subsidiary of the Registrant requiring
additional time to complete its annual reporting process. In accordance with Rule 12b-25 of the Securities Exchange Act
of 1934, the Registrant will file its Form 10-K no later than the fifteenth calendar day following the prescribed due
date.
PART IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| John Leemhuis, Jr. Esquire |
|
(720) |
|
506-9225 |
|
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
|
| (2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof: |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
China
Foods Holdings Ltd.
(Name
of registrant as specified in its charter)
has caused this
notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | March
31, 2026 |
|
By: |
/s/
Kong Xiao Jun |
| |
|
|
|
Kong Xiao Jun |
| |
|
|
|
Chief Executive Officer & Chief Financial Officer |
