United States securities and exchange commission logo





                              May 25, 2022

       Xiao Jun Kong
       Chief Executive Officer, Chief Financial Officer
       China Foods Holdings Ltd.
       Room 2301A China Resources Building
       26 Harbour Road
       Wanchai, Hong Kong

                                                        Re: China Foods
Holdings Ltd.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed April 15,
2022
                                                            Form 10-Q for the
Quarterly Period Ended March 31, 2022
                                                            Filed May 16, 2022
                                                            File No. 001-32522

       Dear Mr. Kong:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Item 1. Business, page 3

   1.                                                   Please amend this
section to provide all information required by Item 101(h) of
                                                        Regulation S-K.
   2.                                                   At the onset of Part I,
please disclose prominently that you are not a Chinese operating
                                                        company but a Delaware
holding company with operations conducted by your
                                                        subsidiaries. In
addition, please provide early in the Business section a diagram of the
                                                        company   s corporate
structure.
   3.                                                   Provide prominent
disclosure about the legal and operational risks associated with being
                                                        based in or having the
majority of the company   s operations in China. Your disclosure
 Xiao Jun Kong
FirstName  LastNameXiao
China Foods  Holdings Ltd.Jun Kong
Comapany
May        NameChina Foods Holdings Ltd.
     25, 2022
May 25,
Page 2 2022 Page 2
FirstName LastName
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of the securities you have registered for sale or
could significantly limit
         or completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless. Your disclosure
         should address how recent statements and regulatory actions by China
s government, such
         as those related to the use of variable interest entities and data
security or anti-monopoly
         concerns, have or may impact the company   s ability to conduct its
business, accept
         foreign investments, or list on a U.S. or other foreign exchange.
4.       Please prominently disclose whether your auditor is subject to the
determinations
         announced by the PCAOB on December 16, 2021 and whether and how the
Holding
         Foreign Companies Accountable Act ("HFCAA") and related regulations
will affect your
         company. Additionally, please disclose prominently that you have been
included on the
         Commission's conclusive list of issuers identified under the HFCAA as
having retained a
         registered public accounting firm to issue an audit report where the
firm has a branch or
         office that: (1) is located in a foreign jurisdiction and (2) the
PCAOB has determined that
         it is unable to inspect or investigate completely because of a
position taken by an authority
         in the foreign jurisdiction.
5.       Clearly disclose how you will refer to the holding company and
subsidiaries when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. For example, disclose, if true, that your
subsidiaries conduct
         operations in China.
6.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings. Quantify any cash flows and
transfers of other
         assets by type that have occurred between the holding company and its
subsidiaries, and
         direction of transfer. Quantify any dividends or distributions that a
subsidiary have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Your disclosure should make clear if no transfers,
dividends, or
         distributions have been made to date. Describe any restrictions on
foreign exchange and
         your ability to transfer cash between entities, across borders, and to
U.S. investors.
         Describe any restrictions and limitations on your ability to
distribute earnings from the
         company, including your subsidiaries, to the parent company and U.S.
investors.
7.       Disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer
securities to foreign
         investors. State whether you or your subsidiaries are covered by
permissions
         requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace
         Administration of China (CAC) or any other governmental agency that is
required to
         approve your operations or your subsidiaries' operations, and state
affirmatively whether
         you have received all requisite permissions or approvals and whether
any permissions or
         approvals have been denied. Please also describe the consequences to
you and your
 Xiao Jun Kong
FirstName  LastNameXiao
China Foods  Holdings Ltd.Jun Kong
Comapany
May        NameChina Foods Holdings Ltd.
     25, 2022
May 25,
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FirstName LastName
         investors if you or your subsidiaries: (i) do not receive or maintain
such permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
Item 9A. Controls and Procedures, page 44

8.       We note that you concluded that due to the small size of the company
and lack of
         segregation of duties your disclosure controls and procedures as of
the end of the period
         covered by this report were not effective. However, your management
concluded that, as
         of December 31, 2021, your internal control over financial reporting
(ICFR) was
         effective. Please explain how you reached the conclusion that your
ICFR was effective
         despite the lack of segregation of duties and the fact that you
determined that your
         disclosure controls and procedures were not effective. Please clarify
whether you
         identified any material weaknesses in your ICFR. Refer to the
requirements of Item 308(a)
         of Regulation S-K.
Executive Compensation, page 48

9.       We note that your disclosure both here and in your previous filings
that Kong Xiao Jun
         was paid no compensation for his roles as CEO, CFO and director for
the years 2018,
         2019, 2020 and 2021. Please disclose other positions held by your CEO
outside of the
         company and how much time he dedicates to such roles, as applicable.
Please indicate
         whether such companies are competitors of the company and whether such
roles present
         conflicts of interest in relation to his role as CEO, CFO and director
of the company.
Exhibits

10.      Please file all exhibits required by Item 601 of Regulation S-K with
your amended 10-K.
General

11.      Please disclose the risks that your corporate structure and being
based in or having the
         majority of the company's operations in China poses to investors. In
particular, describe
         the significant regulatory, liquidity, and enforcement risks. For
example, specifically
         discuss risks arising from the legal system in China, including risks
and uncertainties
         regarding the enforcement of laws and that rules and regulations in
China can change
         quickly with little advance notice; and the risk that the Chinese
government may intervene
         or influence your operations at any time, or may exert more control
over offerings
         conducted overseas and/or foreign investment in China-based issuers,
which could result
         in a material change in your operations and/or the value of your
securities. Acknowledge
         any risks that any actions by the Chinese government to exert more
oversight and control
         over offerings that are conducted overseas and/or foreign investment
in China-based
         issuers could significantly limit or completely hinder your ability to
offer or continue to
         offer securities to investors and cause the value of such securities
to significantly decline
 Xiao Jun Kong
FirstName  LastNameXiao
China Foods  Holdings Ltd.Jun Kong
Comapany
May        NameChina Foods Holdings Ltd.
     25, 2022
May 25,
Page 4 2022 Page 4
FirstName LastName
         or be worthless.
12.      Please revise your disclosure to state that trading in your securities
may be prohibited
         under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it
         cannot inspect or fully investigate your auditor, and that as a result
an exchange may
         determine to delist your securities. In addition, please disclose that
the United States
         Senate has passed the Accelerating Holding Foreign Companies
Accountable Act, which,
         if enacted, would decrease the number of    non-inspection years
from three years to two
         years, and thus, would reduce the time before your securities may be
prohibited from
         trading or delisted. Update your disclosure to reflect that the
Commission adopted rules to
         implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has
issued its
         report notifying the Commission of its determination that it is unable
to inspect or
         investigate completely accounting firms headquartered in mainland
China or Hong Kong.
13.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight the risk that the Chinese
government may
         intervene or influence your operations at any time, which could result
in a material change
         in your operations and/or the value of your securities. Also, given
recent statements by
         the Chinese government indicating an intent to exert more oversight
and control over
         offerings that are conducted overseas and/or foreign investment in
China-based issuers,
         acknowledge the risk that any such action could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
14.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, please revise your disclosure to explain how this oversight
impacts your
         business and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
Form 10-Q for the Quarterly Period Ended March 31, 2022

Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 9

15.      It appears from your disclosure that 100% of your sales for the three
months ended March
         31, 2021 were returned. Please revise to disclose the reason for the
significant returns and
         how these are reflected in your financial statements. In addition,
clarify why revenue was
         recognized for these sales and how these returns impact your revenue
recognition policy.
         Your revenue recognition accounting policy should be revised to
address returns.
16.      In this regard, please reconcile the disclosure on page 13 that
indicates the $167,643
         relates to consultancy service fee income with the disclosure in the
table in Note 3 on page
         14 that this represents the sale of wine products. These tables should
be revised to indicate
 Xiao Jun Kong
China Foods Holdings Ltd.
May 25, 2022
Page 5
         the correct periods (i.e., three months rather than year ended). Your
revenue recognition
         policy should also clearly indicate whether this revenue is from the
sale of products or
         services and is recognized on a gross or net basis. Refer to ASC
606-10-55-36.
Item 2. Management's Discussion and Analysis or Plan of Operations
Results of Operations - Revenue, page 20

17.      Please revise to explain the specific reason for the significant drop
in sales in the PRC.
Item 6. Exhibit 31.1, page 23

18.      We note that the certification filed as Exhibits 31.1 is not in the
proper form. Please revise
         the language related to internal control over financial reporting in
an amendment to
         comply with the guidance set forth in Item 601(b)(31) of Regulation
S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Julie Sherman at (202) 551-3640 or Brian Cascio,
Accounting Branch
Chief, at (202) 551-3676 if you have questions regarding comments on the
financial statements
and related matters. Please contact Joshua Gorsky, at (202) 551-7836 or Laura
Crotty, Legal
Branch Chief, at (202) 551-7614 with any other questions




FirstName LastNameXiao Jun Kong                                 Sincerely,
Comapany NameChina Foods Holdings Ltd.
                                                                Division of
Corporation Finance
May 25, 2022 Page 5                                             Office of Life
Sciences
FirstName LastName