SecProbe.io

CORRESP
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filename1.htm

November
13, 2023

VIA
EDGAR

Mr.
Austin Pattan

Division
of Corporation Finance

Disclosure
Review Program

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    China
    Foods Holdings Ltd. (the “Company”)

    Form
    10-K for the Fiscal Year Ended December 31, 2022

    Filed
    March 31, 2023

Dear
Mr. Pattan:

This
letter sets forth certain of the Company’s responses to the comments contained in the letters dated August 22, 2023 and October
19, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the Company’s Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on March 31, 2023 (the
“2022 Form 10-K”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses
thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 10-K.

FORM
SPDSCL-HFCAA-GOV

1.
We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley
Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial statements included
in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that
the Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely because of a position
taken by an authority in the foreign jurisdiction. Please provide the documentation required by Item 9C(a) of Form 10-K in the EDGAR
submission form “SPDSCL-HFCAA-GOV” or tell us why you are not required to do so. Refer to the Staff Statement on the Holding
Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023, available on our website at

https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

The
Company proposes to file the following disclosure on EDGAR Submission form SPDSCL-HFCAA-GOV, including the documentation required by
Item 9C(a):

On
May 13, 2022, China Foods Holdings Ltd was conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following
the filing of our annual report on Form 10-K for the fiscal year ended December 31, 2021. Our auditor who issued the audit report for
us for the fiscal year ended December 31, 2021, is a registered public accounting firm located in Hong Kong, China, a jurisdiction where
the PCAOB determined in 2021 that it was unable to inspect or investigate completely. The inability of the PCAOB to inspect or investigate
our auditor subjected the company to restrictions under the HFCAA, including the risk of having the Company’s shares subject to
a trading prohibition.

In
August 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of
the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered
public accounting firms headquartered in mainland China and Hong Kong. PCAOB staff members conducted on-site inspections and investigations,
and in December 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting
firms headquartered in mainland China and Hong Kong and confirmed that until such time as the PCAOB issues any new determination, there
are no Commission-Identified Issuers, including our Company, at risk of having their securities subject to a trading prohibition under
the HFCAA.

As
of the date of this report, China Foods Holdings, Ltd. is not owned or controlled by a governmental entity in a foreign jurisdiction.
We have no awareness or belief any governmental entity in a foreign jurisdiction owns shares of our capital stock. Similarly, no official
from a governmental entity in a foreign jurisdiction serves as a board member or officer within our Company or its operating subsidiaries.
Based on the absence of a Schedule 13D or 13G filing by any such governmental entity, the lack of material contracts with foreign governmental
parties, and the absence of foreign government representation on our board of directors, we have determined that no governmental entity,
including but not limited to, mainland China or Hong Kong has the power to direct or control our management, policies, or possess a controlling
financial interest.

Supplemental
Submission

Pursuant
to Item 9C(a) of Form 10-K

China
Foods Holdings, Ltd. is submitting via EDGAR the following information as required under Item 9C(a) of Form 10-K in relation
to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriate Act, 2023 (the “HFCAA”).

On
May 13, 2022, China Foods Holdings Ltd was conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following
the filing of our annual report on Form 10-K for the fiscal year ended December 31, 2021. Our auditor who issued the audit report for
us for the fiscal year ended December 31, 2021, is a registered public accounting firm located in Hong Kong, China, a jurisdiction where
the PCAOB determined in 2021 that it was unable to inspect or investigate completely. The inability of the PCAOB to inspect or investigate
our auditor subjected the company to restrictions under the HFCAA, including the risk of having the Company’s shares subject to
a trading prohibition.

In
August 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of
the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered
public accounting firms headquartered in mainland China and Hong Kong. PCAOB staff members conducted on-site inspections and investigations,
and in December 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting
firms headquartered in mainland China and Hong Kong and confirmed that until such time as the PCAOB issues any new determination, there
are no Commission-Identified Issuers, including our Company, at risk of having their securities subject to a trading prohibition under
the HFCAA.

As
of the date of this report, China Foods Holdings, Ltd. is not owned or controlled by a governmental entity in China or Hong Kong. There
are two shareholders that beneficially own more than 5% of the Company’s common stock (as determined pursuant to Rule 13d-3 under
the Exchange Act). None of these shareholders is a representative of any government entity in China or Hong Kong, or an official of the
Chinese Communist Party. In addition, the Company reviewed the business experiences of the directors and officers of the Company currently
consisting of: Kong Xiao Jun, Chief Executive Officer, Chief Financial Officer, and Director; Yunsi Liu, Director, Liu Yang, Director,
and Hu Cheng Ni, Director. None of these persons is a representative of any government entity in China or Hong Kong, and, to the knowledge
of the Company none of these persons is an official of the Chinese Communist Party. Based on the absence of a Schedule 13D or 13G filing
by any such governmental entity, the lack of material contracts with foreign governmental parties, and the absence of foreign government
representation on our Board, we have determined that no governmental entity in mainland China or Hong Kong has the power to direct or
control our management, policies, or possess a controlling financial interest. The Company did not rely upon any legal opinions or third
party certifications such as affidavits as the basis of its submission.

REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

The
Company plans to amend its above mentioned 10-K with the identical language above prepared for the Form SPDSCL-HFCAA-GOV.

Sincerely,

Conn
Flanigan

NewRev
General Counsel, LLC

On
Behalf of China Foods Holdings Ltd.

    cc:

    Kong
    Xiao Jun

    Johnson
    Fung