8-K: China Foods changes auditor; no disputes cited

China Foods Holdings accepted its auditor’s resignation on March 5, 2026 and appointed BZ CPA Inc. effective March 20, 2026, with no disagreements or reportable events disclosed.

Summary

• On March 5, 2026, J & S Associate PLT resigned as independent registered public accounting firm; the Board approved the change.
• Prior audit reports for fiscal years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications.
• No disagreements with J & S Associate PLT on accounting principles, financial disclosures, or audit scope/procedures, and no reportable events under S-K 304(a)(1)(v) during FY2024–FY2025 and through March 5, 2026.
• BZ CPA Inc. was engaged as the new independent registered public accounting firm effective March 20, 2026.
• The company did not consult with BZ CPA Inc. on matters described in S-K 304(a)(2)(i) or (ii) prior to engagement.
• J & S Associate PLT provided a confirming letter to the SEC dated March 5, 2026, agreeing with the company’s statements regarding the change and noting it served as auditor since 2024.
• The report was signed on March 30, 2026 by Kong Xiao Jun, Chief Executive Officer & Chief Financial Officer.
• Ticker: CFOO; listing: OTC Markets.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral: an auditor change can raise questions, but the absence of disagreements or reportable events and prompt appointment of a new firm mitigate concerns.

Positives

• Outgoing auditor’s reports for 2025 and 2024 were unmodified—no adverse opinion, no disclaimer, and no qualifications.
• No disagreements or reportable events disclosed with the outgoing auditor through March 5, 2026.
• Board oversight: the Board of Directors participated in and approved the change.
• Continuity maintained by appointing BZ CPA Inc. effective March 20, 2026.
• Outgoing auditor furnished an SEC letter confirming agreement with the company’s Item 4.01 statements.

Negatives

• Auditor resignation effective March 5, 2026 introduces a transition period.
• Short tenure of outgoing auditor (served since 2024) may raise questions about continuity.
• Leadership concentration noted: the same individual serves as both CEO and CFO.

Future Outlook

No forward-looking statements or financial guidance are provided.

Management Comments

• The Board of Directors participated in and approved the change in independent registered public accounting firm.
• There were no disagreements with J & S Associate PLT on accounting principles, financial statement disclosure, or auditing scope or procedures for FY2024–FY2025 and through March 5, 2026.
• Prior audit reports for 2025 and 2024 were not adverse, disclaimed, qualified, or modified.
• There were no reportable events as defined in S-K 304(a)(1)(v).
• The company did not consult with BZ CPA Inc. on matters described in S-K 304(a)(2)(i) or (ii) prior to engagement.

Industry Context

StockSavvy.ai notes that auditor changes among OTC-listed and micro-cap issuers are relatively common and can be administrative in nature; the absence of disagreements and reportable events reduces concern, though shorter auditor tenure than large-cap norms can draw heightened investor scrutiny.

Comparison to Industry Standards

• Auditor transition with explicit disclosure of no disagreements and no reportable events aligns with standard SEC Item 4.01 practices for U.S. issuers.
• Tenure of the outgoing auditor (~2 years) is shorter than large-cap practices where independent auditor relationships often extend 10+ years, but is not unusual among smaller OTC issuers.
• Engagement of a smaller PCAOB-registered firm (BZ CPA Inc.) is consistent with many OTC and micro-cap peers that do not employ Big Four auditors.

Stakeholder Impact

• Shareholders: neutral-to-slightly cautious signal due to auditor turnover, tempered by no disagreements or reportable events.
• Regulators: compliance maintained via Item 4.01 disclosure and auditor confirmation letter.
• Employees, customers, suppliers: no operational impact indicated; change pertains to external audit function only.
• Creditors: continuity of audited financial reporting expected under the new auditor.

Key Dates

Recommendation

Maintain position; the auditor change is routine in form and free of flagged issues (no disagreements, no reportable events), but the short prior tenure and leadership concentration warrant monitoring without prompting an immediate change in investment stance.

Keywords

auditor change, Form 8-K, China Foods Holdings Ltd., CFOO, BZ CPA Inc., J & S Associate PLT, PCAOB, independent registered public accounting firm, no disagreements, reportable events, OTC Markets, corporate governance