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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the transition period from
 to

 Commission
file number: 001-32522

 China
Foods Holdings Ltd.
 (Exact
name of registrant as specified in its charter)

 Delaware

 84-1735478

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 2301A,
 26 Harbour Road

 Wanchai,
 Hong Kong

 0000

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 ( 852)
 3618-8608

 Registrant's
telephone number, including area code

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Name
 of each exchange on which registered

 None

 Not
 Applicable

 Securities
registered pursuant to Section 12(g) of the Act:

 Class
"A" Voting Common Stock, no par value

by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.406 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis
of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant
to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter. The Registrant's shares were last sold at a price of $1.01 per share. Although the
Registrant's stock has very few trades and limited volume, based on the last sales price of $1.01 shares held by non-affiliates
would have a market value of $ 253,425.

 As
of April 15, 2024, the Registrant had 20,252,309 shares of common stock issued and outstanding.

 No
documents are incorporated into the text by reference.

 Table
of Contents

 Pages

 Item
 1.

 Business

 Item 1C

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative And Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors and Executive Officers, Promoters, Control Persons, and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Signatures

 PART
I

 ITEM
1. BUSINESS

 China
Foods Holdings Ltd. (the "Company", "CFOO", or "we") was incorporated in Delaware on January 10,
2019. On January 23, 2019, the Company entered into an Agreement and Plan of Merger (the "Agreement") with Trafalgar Resources,
Inc., a Utah corporation ("Trafalgar"). Pursuant to the Agreement, the Company merged with Trafalgar (the "Merger")
with the Company as the surviving entity. Prior to the Merger, Trafalgar had not commenced operations for several years that had resulted
in significant revenue and Trafalgar's efforts had been devoted primarily to activities related to raising capital and attempting
to acquire an operating entity.

 The
Company is a Delaware holding company and we conduct our business through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry
Company Limited, a limited liability company organized under the laws of China on March 8, 2017 ("GXXHIC"). GXXHIC is wholly
owned by Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019, which is in
turn wholly owned by Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands formed on
September 5, 2018. Alpha Wellness (HK) Limited and Elite Creation Group are holding companies without operations and are wholly owned
by the Company.

 Substantially
all of our operations are conducted in China, and are governed by Chinese laws, rules and regulations. Our subsidiary, GXXHIC, is subject
to Chinese laws, rules, and regulations. Uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and
regulations could have a material adverse effect on us. Risks and uncertainties arising from the legal system in China, including risks
and uncertainties regarding that the rules and regulations in China can change quickly with little advance notice and that the Chinese
government may intervene or influence our operations at any time, could result in a material adverse change in our operations and the
value of our securities.

 Our
History

 Prior
to the Merger, Trafalgar's majority stockholder who owned 5,000,000 shares (approximately 95.2%) of the 5,251,309 outstanding shares
of Trafalgar's common stock, par value $0.0001, signed a written consent approving the Merger and the related transactions. Such
approval and consent were sufficient under Utah law and Trafalgar's Bylaws to approve the Merger. The boards of directors and shareholders
of the Company and Trafalgar approved the Merger.

 Pursuant
to the Merger, each share of Trafalgar's common stock was converted into one share of the Company's common stock. After the
Merger, HY (HK) Financial Investments Co., Ltd. owns 5,001,000 shares of common stock of the Company.

 The
Merger was effective on March 13, 2019.

 On
December 11, 2019, the Board of Directors approved a change to its fiscal year-end from September 30 to December 31. As a result of this
change, the fiscal year is a 3 month transition period beginning October 1, 2019 through December 31, 2020. In these statements, including
the notes thereto, financial results for fiscal 2019 are for a 3-month period. Corresponding results for the years ended September 30,
2019 and 2018 are both for 12-month periods.

 On
July 9, 2020, the Company consummated the Share Exchange Agreement ("the "Share Exchange Agreement") with Elite Creation
Group Limited, a private limited company organized under the laws of British Virgin Islands ("ECGL"). As a result of the
acquisition of ECGL, the Company entered into the healthcare product distributing and marketing industry, pursuing a new strategy of
developing and distributing health related products, including supplements, across the globe with a focus on mainland China, Europe and
Australia.

 ECGL
will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined
entity, ECGL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of
the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial
statements of ECGL, and the Company's assets, liabilities and results of operations will be consolidated with ECGL beginning on
the acquisition date. ECGL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed
to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting
acquirer (ECGL). After completion of the Share Exchange Transaction, the Company's consolidated financial statements include the
assets and liabilities, the operations and cash flow of the accounting acquirer.

 Effective
July 9, 2020, we consummated the acquisition of ECGL, and its wholly owned subsidiary GXXHIC, a limited liability company organized under
the laws of China on March 8, 2017. Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on
April 24, 2019, is a holding company without operations.

 Corporate
Organization Chart

 Our
Products

 Our
health products are designed to help enhance immunity and improve general wellbeing. We provide the following categories of healthcare
products and customized healthcare consultation services in China: (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement
and (iv) Skincare. The products target all age groups with different needs.

 Our
products are taken as healthcare supplements in accordance with the principles of traditional Chinese medicine including the principle
complementary medicine and ideal ratios and combinations of ingredients.

 Due
to the impact of the COVID-19 pandemic in the healthcare industry, we have also offered a new line of high-end wine products in our online
and offline sales platform, to diversify the market demand and customer needs.

 Our
services

 We
also extend our service scope to provide the personalized health consulting services to our clients, as well as consultancy services
such as tailor-made natural food supplement solutions.

 Markets
and Regions

 The
Great Health Industry refers to production, operation, service and information dissemination, maintenance, restoration, and promotions
linked to health. It covers medical products, health supplements, nutritional foods, medical devices, health appliances, fitness, health
management, health consulting and many other production and service areas closely related to human health. The Great Health Industry
is an emerging industry with huge market potential, especially in China.

 According
to the "China Great Health Industry Strategic Planning and Enterprise Strategy Consulting Report" published by Qianzhan Industry
Institute (), the scale of the Great Health Industry in 2017 was USD 947.42 billion,
which increased to over USD 1,069.66 billion in 2018. The report predicted USD 1,341.66 billion volume for 2019 and forecast over USD
1,528.09 billion for 2020. In the years till 2023, the average annual compound growth rate will be approximately 12.55%, and with the
Great Health Industry reaching approximately USD 2,153.08 billion in 2023.

 Our
Strategies

 We
are focused on achieving long-term growth in revenues, cash flow and profit. We believe that we can achieve this by developing multiple
distribution channels and strengthening our marketing and promotions, leading to better product turnover and revenue. We also expect
to broaden our product range as well as product differentiation in the future. Based on the business experience accumulated over the
years, we believe we can improve the efficiency of our supply chain with time-saving and cost-saving supply chain management and marketing
planning for the target customer base with our one-stop service.

 Our
primary aims are (i) to strengthen our product salability; (ii) to cut logistics cost and time spent and (iii) to further expand the
market share in China. Toward this end, we plan to pursue the following business strategies:

 Collaborate
 with third-party e-commerce platforms to boost product exposure, e.g. Tmall, Jingdong mall

 Deliver
 healthcare knowledge and consultation service via social media and We-media

 Build
 brand image and reputation through customer experience and word of mouth

 Increase
 the number of downstream distributors and wholesalers

 Strengthen
 the relationship with manufacturers, suppliers, drug agents and distributors

 Pursue
 strategic acquisitions and partnerships

 We
intend to develop both online and offline distribution channels to increase sales volume and revenue. We expect to partner with third
party e-commerce platforms, social media and We-media such as Wechat, TikTok and Xiaohongshu to build our online presence. We believe
that online channels will allow us to provide real-time nutrition and healthcare consultation services as well as increase customer engagement
and retention. Starting from the second half of 2020, we have launched our "nutrition consulting" support services using
a major social media software to allow customer groups to receive pre-purchase consultation and after-sales service for products anytime
and anywhere.

 Our
current offline sales channel relies on distributors and sales agents. To enhance the visibility and marketability of our products and
services and to improve brand recognition and awareness, we hope to develop store-in-shop and counter experiences. We also intend to
partner with high-end gyms to form nutrition clubs and hold weight-loss training camps, health assessment and fitness training camps
and other activities.

 We
intend to create a 'one-stop' solution for our customers by creating a multi-channel health product supply and retail system.
We not only provide personalized consultation service to our customers, but also summarize and analyze our customer feedback and experiences
through our consultation service and after-sales service. We intend to share this data with our manufacturers and supply chain partners
to develop products and services that better meet the demands of our customers. By pooling and addressing the needs of downstream businesses
and combining it with the Consumer to Manufacturer model for upstream transformation, we anticipate establishing a close relationship
between manufacturers and suppliers. We believe this model can also reduce circulation costs and improve the efficiency of our supply
chain.

 We
are a Delaware corporation and we conduct our primary operations in China through our subsidiary GXXHIC. We face various risks and uncertainties
related to doing business in China. Our subsidiary GXXHIC is subject to complex and evolving PRC laws and regulations. Recently, the
PRC enacted rules and regulations governing offshore offerings, anti-monopoly actions, and additional oversight on cybersecurity and
data privacy.

 We
do not believe that GXXHIC is in violation of any laws, rules or regulations but since these newly enacted rules are still evolving,
we cannot assure you that our business operations comply with such regulations and authorities' requirements in all respects during
the development of these new rules. However, in terms of business operation, GXXHIC expects to adapt to the newly issued rules and take
dependent measures to comply with the laws and regulations of the Chinese authorities.

 The
PRC government's authority in regulating our operations and its oversight and control over offerings and listings conducted overseas
by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to
offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly
decline or be worthless. Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations
and the value of our securities. But so far, the current operation and securities value of the Company are stable, and we believe that
its risks are to the Company are manageable.

 For
example, the recently promulgated PRC Data Security Law and the PRC Personal Information Protection Law in 2021 posed additional challenges
to our cybersecurity and data privacy compliance. The Cybersecurity Review Measures issued by the Cyberspace Administration of China,
or the CAC and several other PRC governmental authorities in December 2021, as well as the Administration Regulations on Cyber Data Security
(Draft for Comments) published by the CAC for public comments in November 2021, exposes uncertainties and potential additional restrictions
on China-based overseas-listed companies like us. If the detailed rules, implementations, or the enacted version of the draft measures
mandate clearance of cybersecurity review and other specific actions to be completed by us, we face uncertainties as to whether such
clearance can be timely obtained, the failure of which may subject us to penalties, which could materially and adversely affect our business
and results of operations and the price of our securities. However, as the Company operates in a traditional food industry, we believe
the promulgation of the above laws will have a low impact on the Company and CFOO believes it is in compliance with the above laws.

 In
addition, on December 24, 2021, the China Securities Regulatory Commission, or the CSRC, published the draft Regulations of the State
Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Administrative
Provisions, and the draft Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft
for Comments) for public comments. Pursuant to these drafts, PRC domestic companies that directly or indirectly seek to offer or list
their securities on an overseas stock exchange, including a PRC company limited by shares and an offshore company whose main business
operations are in China and intends to offer securities or be listed on an overseas stock exchange based on its onshore equities, assets,
incomes or similar interests, are required to file with the CSRC within three business days after submitting their application documents
to the regulator in the place of intended listing or offering. Particularly, as for the PRC domestic companies that have directly or
indirectly listed securities in overseas markets intend to conduct follow-on offerings in overseas markets, such companies are required
to submit the filing with respect to the follow-on offering within three business days after completion of the follow-on offering.

 Furthermore,
the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement
under these laws and regulations. There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will
be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results
of operations and prospects. We do not believe there GXXHIC is in violation of any laws, rules or regulations related to monopolies or
competition but we cannot assure you that our business operations comply with such regulations and authorities' requirements in
all respects. If any non-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other
penalties. These risks could result in a material adverse change in our operations and the value of our securities, significantly limit
or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly
decline or be worthless.

 Permissions
Required from the PRC Authorities for Our Operations

 GXXHIC
has received a Business License from the relevant department of the State Administration for Market Regulation. Apart from the Business
License, GXXHIC may be subject to additional licensing requirements for our business operation due to the uncertainties of interpretation
and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities.

 Furthermore,
in connection with the operations of GXXHIC, as of the date of this report, neither GXXHIC nor the Company are required to obtain any
approval or permission from the CSRC, CAC or any other PRC governmental authorities, nor has the Company or GXXHIC received any formal
inquiry, notice, warning or sanction from any PRC governmental authorities in connection with requirements of obtaining such approval
or permission, under any currently effective PRC laws, regulations and regulatory rules.

 However,
the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign
investment in China-based issuers like us, and published a series of proposed rules for public comments in this regard, the enaction
timetable, final content, interpretation and implementation of which remains uncertain. Therefore, there are substantial uncertainties
as to how PRC governmental authorities will regulate overseas listing in general and whether we are required to complete filing or obtain
any specific regulatory approvals from the CSRC, CAC or any other PRC governmental authorities for our future offshore offerings. If
we had inadvertently concluded that such approvals were not required, or if applicable laws, regulations or interpretations change in
a way that requires us to obtain such approval in the future, we may be unable to obtain such necessary approvals in a timely manner,
or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to penalties, including fines,
suspension of business and revocation of required licenses, significantly limit or completely hinder our ability to continue to offer
securities to investors and cause the value of such securities to significantly decline or be worthless.

 Our
Subsidiary, GXXHIC, is Subject to Chinese Laws, Rules, And Regulations

 Our
subsidiary, GXXHIC, is subject to Chinese laws, rules, and regulations. Uncertainties with respect to the interpretation and enforcement
of Chinese laws, rules and regulations could have a material adverse effect on us. We believe that GXXHIC will continue to manage any
adverse effects on the premise of complying with Chinese laws, rules, and regulations. Risks and uncertainties arising from the legal
system in China, including risks and uncertainties regarding that the rules and regulations in China can change quickly with little advance
notice and that the Chinese government may intervene or influence our operations at any time, could result in a material adverse change
in our operations and the value of our securities.

 Substantially
all of our operations are conducted in China, and are governed by Chinese laws, rules and regulations. The Chinese legal system is a
civil law system based on written statutes. Unlike common law systems, it is a system in which legal cases may be cited for reference
but have limited value as precedents. In the late 1970s, the Chinese government began to promulgate a comprehensive system of laws and
regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly increased
the protections afforded to various forms of foreign or private-sector investment in China. However, since these laws and regulations
are relatively new and the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules
are not always uniform and enforcement of these laws, regulations and rules involve uncertainties.

 From
time to time, we may have to resort to administrative and court proceedings to interpret and/or enforce our legal rights. However, since
Chinese administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms,
it may be more difficult to evaluate the outcome of administrative and court proceedings, and the level of legal protection we enjoy,
than in more developed legal systems. Any administrative and court proceedings in China may be protracted, resulting in substantial costs
and diversion of resources and management attention. Furthermore, the Chinese legal system is based in part on government policies and
internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect.

 As
a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including
uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure
to respond to changes in the regulatory environment in China could affect our business and our ability to continue our operations.

 Changes
in Chinese political policies and economic and social policies or conditions may affect and fluctuate our business, results of operations
and financial condition and may affect our growth and expansion strategies.

 Substantially
all of our assets and business operations are located in China. Accordingly, our business, results of operations, financial condition
and prospects may be influenced to a significant degree by political, economic and social conditions in China generally, by continued
economic growth in China as a whole, and by geopolitical stability in the region.

 The
Chinese economy, markets and levels of consumer spending are influenced by many factors beyond our control, including current and future
economic conditions, political uncertainty, unemployment rates, inflation, fluctuations in the level of disposable income, taxation,
foreign exchange control, and changes in interest and currency exchange rates. The Chinese economy differs from the economies of most
developed countries in many respects, including the level of government involvement, level of development, growth rate, foreign exchange
control and fiscal measures and allocation of resources. Although the Chinese government has implemented measures since the late 1970s
emphasizing the utilization of market forces for economic reform, the restructuring of state assets and state-owned enterprises, and
the establishment of improved corporate governance in business enterprises, a significant portion of productive assets in China is still
owned or controlled by the Chinese government. The Chinese government also exercises significant control or influence over Chinese economic
growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary and fiscal policies,
regulating financial services and institutions and providing preferential treatment to particular industries or companies.

 While
the Chinese economy has experienced significant growth in recent decades, growth has been uneven, both geographically and among various
sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation
of resources. Some of these measures benefit the overall Chinese economy but may also have an effect on us. Our results of operations
and financial condition could be affected by government control over capital investments or changes in tax regulations that are applicable
to us. In addition, the Chinese government has implemented certain measures, including interest rate increases, to control the pace of
economic growth. These measures may cause decreased economic activity in China.

 Transfers
of Cash to and from Our Subsidiaries

 China
Foods Holdings Ltd is a Delaware holding company with no operations of its own. We conduct our operations in Hong Kong through our subsidiary
in Hong Kong, while our operations in PRC are conducted through our subsidiary in PRC. We may rely on dividends to be paid by our Hong
Kong subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions
to our shareholders, to service any debt we may incur and to pay our operating expenses. There is a possibility that the PRC could prevent
our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment
of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or declare
a dividend or other distributions to our shareholders. If our Hong Kong subsidiary incurs debt on its own behalf in the future, the instruments
governing the debt may restrict its ability to pay dividends or make other distributions to us. To date, our subsidiaries have not made
any transfers, dividends or distributions to China Foods Holdings Ltd. and China Foods Holdings Ltd. has not made any transfers, dividends
or distributions to our subsidiaries.

 China
Foods Holdings Ltd. is permitted under the Delaware laws to provide funding to our subsidiaries in Hong Kong through loans or capital
contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval
and filing requirements. Our Hong Kong subsidiary s also permitted under the laws of Hong Kong to provide funding China Foods Holdings
Ltd. through dividend distribution without restrictions on the amount of the funds. As of the date of this report, there has been no
dividends or distributions among the holding company or the subsidiaries nor do we expect such dividends or distributions to occur in
the foreseeable future among the holding company and its subsidiaries.

 We
currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not
anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will
be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements,
contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions
contained in any future financing instruments.

 Subject
to the Delaware Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and
of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of
our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Delaware statutory
restriction on the amount of funds which may be distributed by us by dividend.

 Under
the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
The laws and regulations of the PRC do not currently have any material impact on transfer of cash from China Foods Holdings Ltd. to our
Hong Kong subsidiaries or from our Hong Kong subsidiaries to China Foods Holdings Ltd. There are no restrictions or limitation under
the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong
or across borders and to U.S investors.

 Current
PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined
in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside
at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered
capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare
fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory
reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings
of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the
date of this prospectus, we do not have any PRC subsidiaries.

 The
PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC.
Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency
for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future,
the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are
unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock.

 Cash
dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes,
any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding
tax at a rate of up to 10.0%.

 In
order for us to pay dividends to our shareholders, we will rely on payments made from our Hong Kong subsidiary to China Foods. Certain
payments from PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes and VAT. As of the date
of this report, our Hong Kong subsidiary has not made any transfers or distributions.

 Pursuant
to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax
Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident
enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements
must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends;
and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding
its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority
to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case
basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and
enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC
subsidiary to its immediate holding company. As of the date of this prospectus, we do not have a PRC subsidiary. In the event that we
acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary,
our Hong Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such
event, we plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions.

 The
Holding Foreign Companies Accountable Act

 The
Holding Foreign Companies Accountable Act (the "HFCAA"), was enacted on December 18, 2020. The HFCAA requires that the
Public Company Accounting Oversight Board (the "PCAOB") determine whether it is unable to inspect or investigate
completely registered public accounting firms located in a non-U.S. jurisdiction because of a position taken by one or more
authorities in that jurisdiction. Our auditor through April 9, 2024, HKCM & CPA Co., is based in Hong Kong and is subject to the determinations
announced by the PCOAB on December 16, 2021 and the HFCAA. On April 9, 2024, the Company engaged a new auditor, Olayinka Oyebola and Co., a PCAOB approved auditing firm based
in Lagos, Nigeria. On December 16, 2021, the PCAOB reported its determination that it was
unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong, because of
positions taken by PRC authorities in those jurisdictions. On March 30, 2022, based on this determination, the Company was
transferred to the SEC's "Conclusive list of issuers identified under the HFCA." Since our auditor at the time was located in
Hong Kong, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities,
our auditor was not currently inspected by the PCAOB. The HFCAA states that if the SEC determines that we have filed audit reports
issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years
beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter
trading market in the United States. The related risks and uncertainties could cause the value of our shares to significantly
decline or be worthless.

 On
August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the "MOF"), and the PCAOB signed a Statement of Protocol (the
"Protocol"), governing inspections and investigations of audit firms based in Mainland China and Hong Kong, 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. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion
to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December
15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting
firms headquartered in Mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should
PRC authorities obstruct or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB Board will consider the need
to issue a new determination. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor,
then such lack of inspection could cause trading in our securities to be prohibited under the HFCAA, and ultimately result in a determination
by a securities exchange to delist our securities.

 In
December 2022, the PCAOB vacated its determination that it was unable to inspect and investigate PCAOB-registered public accounting firms
in mainland China. Until a new determination is reached by the PCAOB, the SEC has determined that there are no issuers currently at risk
of having their securities subject to a trading prohibition under the HFCAA. Although we are committed to complying with the rules and
regulations applicable to listed companies in the United States, if the PCAOB were to issue a new determination regarding limitations
on its ability to inspect or investigate our independent auditor and we were to fail to meet the audit requirements of the HFCAA for
two consecutive years, we may be prohibited from listing our securities on a national securities exchange and be delisted from the OTC
Market. Delisting of our securities would force holders of our securities to sell their securities or convert them into our ordinary
shares. The market price of our securities could be adversely affected as a result of anticipated negative impacts of these executive
or legislative actions upon, as well as negative investor sentiment towards, companies with significant operations in China that are
listed in the United States, regardless of whether these executive or legislative actions are implemented and regardless of our actual
operating performance. The related risks and uncertainties could cause the value of our shares to significantly decline or be worthless.

 ITEM 1C. CYBERSECURITY

 Given
the size of our company and the nature of our operations, we do not believe that we face significant cybersecurity risk.

 We
have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. We utilize
standard commercial software for business operations, which includes basic security features such as password protection and data encryption.
 Our management is generally responsible for assessing and managing any cybersecurity threats.

 To date, we
have not experienced any material cybersecurity incidents, and there has been no known unauthorized access to our systems. Should
any reportable cybersecurity incident arise, our management shall promptly report such matters to our Board of Directors for
further actions, including regarding the appropriate disclosure in accordance with SEC regulations, mitigation, and other response or
actions that the Board of Directors deems appropriate to take.

 ITEM
2. PROPERTIES

 The
Company's operating office is located at No. 11, Qingbo Road, Ersha Island, Yuexiu District, Guangzhuou, China, with the area of
250 square meters.

 The
Company also entered a lease of corporate office located at Room 2301A, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong
with a monthly rent of HK$36,603 (approximately US$4,700). The lease will expire on May 16, 2024.

 ITEM
3. LEGAL PROCEEDINGS

 We
may be subject to litigation from time to time as a result of our normal business operations. Presently, there are no material pending
legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to be threatened
or contemplated against us.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
Applicable

 PART
II

 ITEM
5. MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 The
Company's common stock is quoted on the OTC Markets under the symbol "CFOO" (former symbol "TFLG"). Set
forth below are the high and low bid prices for the Company's Common Stock for the respective quarters. Although the Company's
common stock is quoted on the OTC Markets it has traded sporadically with no real volume and there is currently no ask price. Consequently,
the information provided below may not be indicative of the Company's common stock price under different conditions.

 All
prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.
There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not
be sustained.

 The
following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on
the OTC Markets "Pink". The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions.

 Quarter Ended

 High Bid

 Low Bid

 December 2023

 $
 2.50

 $
 2.50

 September 2023

 $
 2.50

 $
 2.50

 June 2023

 $
 2.50

 $
 2.50

 March 2023

 $
 2.50

 $
 2.50

 December 2022

 $
 1.27

 $
 1.27

 September 2022

 $
 1.27

 $
 1.26

 June 2022

 $
 1.26

 $
 1.25

 March 2022

 $
 1.25

 $
 1.25

 Holders

 At
March 29, 2024, the Company had approximately 231 shareholders of record of our common stock. Such number does not include any shareholders
holding shares in nominee or "street name".

 Dividends

 Holders
of our common stock are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during
the periods reported herein, nor do we anticipate paying any dividends in the foreseeable future.

 Recent
Sales of Unregistered Securities

 The
Company had no sales of securities in 2023 and 2022.

 Securities
authorized for issuance under equity compensation plans

 The
Company does not have securities authorized for issuance under any equity compensation plans.

 Performance
graph

 Not
applicable to smaller reporting companies.

of Equity Securities by the Issuer and Affiliated Purchasers

 The
Company did not repurchase any shares of the Company's common stock during 2023.

 ITEM
6. SELECTED FINANCIAL DATA

 Not
applicable to a smaller reporting company.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Special
Note Regarding Forward-Looking Statements

 This
Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For
this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may", "will", "expect", "believe",
"anticipate", "estimate" or "continue" or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending
on a variety of factors, many of which are not within our control. These factors include by are not limited to economic conditions generally
and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors;
technological advances and failure to successfully develop business relationships.

 Plan
of Operation

 We
are a health company that develops, markets, promotes and distributes a variety of customized health care products and services, including
supplements, healthy snacks, meal replacements, and nutritional consultation services to consumers in China. We work with certain licensed
healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and
also through a network of e-commerce and social media platforms.

 In
addition to products, we are committed to providing customized science based wellness consultation and service programs to customers.
Our diverse products and services target health conscious customers and differentiate based upon age and gender and seek to manage different
conditions. We reach out to customers fitting certain health and lifestyle profiles through our offline and online consultation services,
and track eating habits and health indicators to provide customized products such as supplements. We believe this will facilitate the
ability of customers to monitor, understand and adjust their health practices and lifestyle anytime and anywhere for increased customer
engagement and retention.

 We
conduct our business through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company
organized under the laws of China on March 8, 2017. Alpha Wellness (HK) Limited, a limited liability company organized under the laws
of Hong Kong on April 24, 2019, and Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands
formed on September 5, 2018, are holding companies without operations.

 Our
Products and Services

 Our
health products are designed to help enhance immunity and improve general wellbeing. We provide the following categories of healthcare
products and customized healthcare consultation services in China: (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement
and (iv) Skincare. The products target all age groups with different needs.

 Product
 category

 Representative
 Products

 Description

 Nutrition
 Catering Series

 Jasmine
 Beauty

 Meal
 replacement and healthy snacks

 Special
 Health Food Series

 Power
 Centinent

 Products
 that support a healthy active lifestyle and enhance Immunity

 Health
 Supplement Series

 Fuli
 Fruit Juice

 Functional
 fruit beverages and dietary and nutritional supplements containing resveratrol, anthocyanin, superoxide enzyme

 Skincare
 Series

 Tightness

 Facial
 skin care and recovery

 Wine

 Ame
 de Purete

 Bordeaux
 wine from France

 Our
products are taken as healthcare supplements in accordance with the principles of traditional Chinese medicine including the principle
complementary medicine and ideal ratios and combinations of ingredients.

 Our
wine business is customized production and procurement through establishing cooperative relationships with wine suppliers. Among them,
high-quality wine is directly packaged and labeled in the country of origin and then imported through supply chain agents. At present,
the main product of Alpha Wellness's high-end wine business is a Puerto Rican red wine from France. The deep, strong and full-bodied
Puerto Rico is a wine with rich tannins and fruit. We source this wine through a distribution agreement with Shenzhen Guisheng Supply
Chain Co., Ltd.

 Markets
and Regions

 The
Great Health Industry refers to production, operation, service and information dissemination, maintenance, restoration, and promotions
linked to health. It covers medical products, health supplements, nutritional foods, medical devices, health appliances, fitness, health
management, health consulting and many other production and service areas closely related to human health. The Great Health Industry
is an emerging industry with huge market potential, especially in China. The marketing and competitive strategy of our alcohol business
is consistent with our health care product business. The market and customers of our liquor business are mainly mainland China and Hong
Kong.

 According
to the "China Great Health Industry Strategic Planning and Enterprise Strategy Consulting Report" published by Qianzhan Industry
Institute (), the scale of the Great Health Industry in 2017 was USD 947.42 billion,
which increased to over USD 1,069.66 billion in 2018. The report predicted USD 1,341.66 billion volume for 2019 and forecast over USD
1,528.09 billion for 2020. In the years till 2023, the average annual compound growth rate will be approximately 12.55%, and with the
Great Health Industry reaching approximately USD 2,153.08 billion in 2023.

 Our
Strategies

 We
are focused on achieving long-term growth in revenues, cash flow and profit. We believe that we can achieve this by developing multiple
distribution channels and strengthening our marketing and promotions, leading to better product turnover and revenue. We also expect
to broaden our product range as well as product differentiation in the future. Based on the business experience accumulated over the
years, we believe we can improve the efficiency of our supply chain with time-saving and cost-saving supply chain management and marketing
planning for the target customer base with our one-stop service.

 Our
primary aims are (i) to strengthen our product saleability; (ii) to cut logistics cost and time spent and (iii) to further expand the
market share in China. Toward this end, we plan to pursue the following business strategies:

 Collaborate
 with third-party e-commerce platforms to boost product exposure, e.g. Tmall, Jingdong mall

 Deliver
 healthcare knowledge and consultation service via social media and We-media

 Build
 brand image and reputation through customer experience and word of mouth

 Increase
 the number of downstream distributors and wholesalers

 Strengthen
 the relationship with manufacturers, suppliers, drug agents and distributors

 Pursue
 strategic acquisitions and partnerships

 We
intend to develop both online and offline distribution channels to increase sales volume and revenue. We expect to partner with third
party e-commerce platforms, social media and We-media such as Wechat, TikTok and Xiaohongshu to build our online presence. We believe
that online channels will allow us to provide real-time nutrition and healthcare consultation services as well as increase customer engagement
and retention. Starting from the second half of 2020, we have launched our "nutrition consulting" support services using
a major social media software to allow customer groups to receive pre-purchase consultation and after-sales service for products anytime
and anywhere.

 Our
current offline sales channel relies on distributors and sales agents. To enhance the visibility and marketability of our products and
services and to improve brand recognition and awareness, we hope to develop store-in-shop and counter experiences. We also intend to
partner with high-end gyms to form nutrition clubs and hold weight-loss training camps, health assessment and fitness training camps
and other activities.

 We
intend to create a 'one-stop' solution for our customers by creating a multi-channel health product supply and retail system.
We not only provide personalized consultation service to our customers, but also summarize and analyze our customer feedback and experiences
through our consultation service and after-sales service. We intend to share this data with our manufacturers and supply chain partners
to develop products and services that better meet the demands of our customers. By pooling and addressing the needs of downstream businesses
and combining it with the Consumer to Manufacturer model for upstream transformation, we anticipate establishing a close relationship
between manufacturers and suppliers. We believe this model can also reduce circulation costs and improve the efficiency of our supply
chain.

 The
main sales model of wine business is to develop online and offline distribution channels to increase sales and revenue. In terms of online
sales, we hope to cooperate with third-party e-commerce platforms, social media, WeChat, Tiktok, Xiaohongshu and other We Media to build
our online image. For example, we have built the official flagship store of Xiao Xiang Health on the Tmall e-commerce platform. The offline
sales channel mainly cooperates with dealers for sales, mainly relying on distributors and sales agents.

 Competition

 We
operate in a highly competitive and fragmented industry that is sensitive to price and service. We compete with leading e-commerce companies
such as Alibaba (China) which may offer substantially the same or similar product offerings as us. We also compete with businesses that
focus on particular merchant categories or markets such as UNI HEALTH (HK stock code: 02211) and ALI HEALTH (HK stock code:0241). We
also compete with traditional cash payments and other popular online shopping websites and apps, and other traditional media companies
that provide discounts on products and services. We believe the principal competitive factors in our market include the following:

 Breadth
 of member base and the products and services featured.

 Close
 and fast pre-sales and after-sales service response.

 Ability
 to reduce the product turnover time and inventory cost.

 Relationship
 and bargaining power with supplier and manufacturer.

 product effectiveness and acceptance from customer.

 Local
 presence and understanding of local business trends.

 Ability
 to deliver a high volume of relevant services and information to consumers.

 Ability
 to produce high purchase rates for products and services among members.

 Strength
 and recognition of our brand.

 Although
we believe we compete favorably on the factors described above, many of our current and potential competitors have longer operating histories,
significantly greater financial, technical, marketing and other resources, larger product and services offerings, larger customer base
and greater brand recognition. These factors may allow our competitors to benefit from their existing customer base with lower development
costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors
may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive
pricing policies, which may allow them to build a larger customer base more effectively than us. Our competitors may develop products
or services that are similar to our products and services or that achieve greater market acceptance than our products and services. In
addition, although we do not believe that customer payment terms are a principal competitive factor in our market, they may become such
a factor, and we may be unable to compete on such terms.

 Government
and Industry Regulations

 We
are subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations,
intellectual property and other similar laws.

 Product
Liability and Consumers Protection

 Product
liability claims may arise if any of our healthcare products have a harmful effect on a consumer, who may make a claim for damages or
compensation as an injured party. The General Principles of the Civil Law of the PRC, which became effective in January 1987, state that
manufacturers and sellers of defective products causing property damage or injury shall incur civil liabilities for such damage or injuries.

 The
Product Quality Law of the PRC was enacted in 1993 and amended in 2000 to strengthen the quality control of products and protect consumers'
rights and interests. Under this law, manufacturers and distributors who produce or sell defective products may be subject to confiscation
of earnings from such sales, revocation of business licenses and imposition of fines, and in severe circumstances, may be subject to
criminal liability.

 The
Law of the PRC on the Protection of the Rights and Interests of Consumers was promulgated on October 31, 1993 and became effective on
January 1, 1994 to protect consumers when they purchase or use goods or services. All business operators must comply with this law when
they manufacture or sell goods and/or provide services to customers. In extreme situations, product manufacturers and distributors may
be subject to criminal liability if their goods or services lead to the death or injuries of customers or other third parties.

 Summary
of Financial Information

 We
have been significantly impacted by COVID-19 global pandemic. In addition to the devastating effects on human life, the pandemic is having
a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. China and many
other countries have issued policies intended to stop or slow the further spread of the disease.

 COVID-19
and China's response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance
as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject
to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our operations.

 The
following table sets forth certain operational data for the years ended December 31, 2023 and 2022:

 STATEMENT
OF OPERATIONS DATA:

 For the Year Ended

 For the Year Ended

 $

 $

 Cost of revenue

 (94,331
)

 (243,034
)

 64,144

 111,062

 (468,781
)

 (503,795
)

 Total other income

 39,483

 Loss before income taxes

 (403,700
)

 (353,250
)

 Income tax expense

 -

 (828
)

 Net loss

 (403,700
)

 (354,078
)

 Revenue.
We generated revenues of $158,475 and $354,096 for the fiscal years ended December 31, 2023 and 2022. All of our major customers are
located in the PRC and Hong Kong. Our revenue continued to decrease, due to the after-impact of COVID-19 and sluggish demand in the wine
market.

 During
the years ended December 31, 2023, and 2022, the nature of businesses and segment was shown as below:

 Currently,
the Company has two reportable business segments:

 (i)

 Segment, mainly provides health consulting advisory services and healthcare and wellness products to the customers; and

 (ii)

 Wine
 Segment, mainly provides wine products to the customers.

 In
the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue
with the reportable segments.

 Year Ended December 31, 2023

 Healthcare Segment

 Wine

 Total

 Revenue from external customers:

 $

 $
 -

 $

 3,344

 -

 3,344

 -

 19,312

 Cost of sales:

 -

 -

 -

 (1,419
)

 -

 (1,419
)

 -

 (92,912
)

 (92,912
)

 Total cost of revenue

 (1,419
)

 (92,912
)

 (94,331
)

 17,893

 46,251

 64,144

 Operating expenses:

 Selling and distribution

 -

 (3,547
)

 (3,547
)

 General and administrative

 (93,047
)

 (372,187
)

 (465,234
)

 (93,047
)

 (372,187
)

 (468,781
)

 Segment loss

 $
 (75,154
)

 $
 (329,483
)

 $
 (404,637
)

 Year Ended December 31, 2022

 Healthcare Segment

 Wine

 Total

 Revenue from external customers:

 $

 $
 -

 $

 -

 -

 180,652

 Cost of sales:

 (59,747
)

 -

 (59,747
)

 (14,888
)

 -

 (14,888
)

 -

 (168,399
)

 (168,399
)

 Total cost of revenue

 (74,635
)

 (168,399
)

 (243,034
)

 106,017

 5,045

 111,062

 Operating expenses:

 Selling and distribution

 -

 (2,988
)

 (2,988
)

 General and administrative

 (416,939
)

 (88,579
)

 (505,518
)

 (416,939
)

 (91,567
)

 (508,506
)

 Segment loss

 $
 (310,922
)

 $
 (86,522
)

 $
 (397,444
)

 The
below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic
segments is shown in the following tables:

 2023

 2022

 Hong Kong

 $

 $
 140,477

 China

 142,507

 213,619

 $

 $

 During
the years ended December 31, 2023, and 2022, the following customers accounted for 10% or more of our total net revenues:

 Year ended

 of revenues

 Qianhai International Liaison Services and Investment Co., Ltd

 $
 83,433

 %

 $

 Huaye Xiaoxiang Health Industry Co., Ltd.

 42,827

 %

 -

 Tang Fung Limited

 %

 -

 TOTAL

 $
 142,228

 %

 Total

 $

 Year ended

 of revenues

 Guangzhou Dexin Huamao Trading Co., Ltd.

 $
 164,566

 %

 $
 -

 Tang Fung Limited

 140,477

 %

 5,120

 TOTAL

 $
 305,043

 %

 Total

 $
 5,120

 Cost
of Revenue. Cost of revenue as a percentage of net revenue was approximately 59.52% for the fiscal year ended December 31, 2023.
Cost of revenue as a percentage of net revenue was approximately 68.64% for the fiscal year ended December 31, 2022. The decrease in
cost of revenue as a percentage of net revenue is attributable to a decrease in sales of healthcare product. During the years ended December
31, 2023 and 2022, the following vendors accounted for 10% or more of our purchases:

 Year ended

 Vendor

 of purchases

 payable

 Heilongjiang Hengyuan Food Co., Ltd.:

 $
 7,961

 %

 Total:

 $
 -

 Year ended

 Vendor

 of purchases

 Accounts payable

 Heilongjiang Hengyuan Food Co., Ltd.:

 $
 17,943

 %

 Total:

 $
 8,013

 Gross
Profit. We achieved a gross profit of $64,144 and $111,062 for the fiscal years ended December 31, 2023, and 2022, respectively.
The decrease in gross profit is primarily attributable to the decrease in sales of healthcare products.

 General
and Administrative Expenses ("G&A"). We incurred G&A expenses of $465,234 and $503,795 for the fiscal years ended
December 31, 2023, and 2022, respectively.

 Other
Income. We incurred other income of $937 for the fiscal year ended December 31, 2023, as compared to other income of $39,483 for
the fiscal year ended December 31, 2022. Our other income for the year ended December 31, 2023 solely consisted of the bank interest
income.

 Income
Tax Expense. We recorded income tax expenses of $0 and $828 for the fiscal years ended December 31, 2023 and 2022.

 Net
Loss. During the year ended December 31, 2023, we incurred a net loss of $403,700, as compared to a net loss of $354,078 for the
year ended December 31, 2022. The increase in net loss is due to a decrease in the net income.

 Liquidity
And Capital Resources

 As
of December 31, 2023, we had cash and cash equivalents of $174,877, inventories of $48,282, operating right of use assets of $20,796,
accounts receivable of $38,831 and prepayments, deposits and other receivables of $66,817.

 As
of December 31, 2022, we had cash and cash equivalents of $381,709, inventories of $138,582, operating right of use assets of $20,341,
accounts receivable of $5,120 and prepayments, deposits and other receivables of $74,813.

 We
believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least
the next 12 months.

 Years Ended December 31,

 2023

 2022

 Net cash used in operating activities

 $
 (297,169
)

 $
 (171,598
)

 Net cash (used in) provided by investing activities

 (746
)

 22,930

 Net cash provided by (used in) financing activities

 94,523

 (52,688
)

 Net
Cash Used In Operating Activities.

 For
the year ended December 31, 2023, net cash used in operating activities was $297,169 which consisted primarily of a net loss of $403,700,
depreciation of plant and equipment of $42,390, amortization of intangible asset of $433, non-cash lease expense of $50,991, increase
in accounts receivable of $33,711, decrease in prepayment, deposits and other receivables of $7,996, decrease in inventories of $90,300,
increase in lease liabilities of $14,170, increase in tax payable of $4,297, decrease in accounts payable of $8,013, decrease in accrued
liabilities and other payables of $29,265 and decrease in customer deposit of $4,717.

 For
the year ended December 31, 2022, net cash used in operating activities was $171,598 which consisted primarily of a net loss of $354,078,
the increase in depreciation of plant and equipment of $65,165, increase in the amortization of intangible asset of $500, decrease in
gain from sale of plant and equipment of $16,277, decrease in gain from termination of lease of $8,038, increase in non-cash lease expense
of $55,916, increase in accrued liabilities and other payables of $71,460, decrease in customer deposit of $267,181, decrease in prepayment
and other receivables of $64,441, decrease in inventories of $188,969, increase in accounts payable of $8,013, increase in accounts receivable
of $5,120 and increase in tax payable of $24,632.

 We
expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities,
however, to finance our operations and future acquisitions.

 Net
Cash Provided By (Used In) Investing Activities.

 For
the year ended December 31, 2023, net cash provided by investing activities was $746 which solely consisted primarily of purchase of
plant and equipment.

 For
the year ended December 31, 2022, net cash provided by investing activities was $22,930, consisted primarily of proceeds from sale of
motor vehicle.

 Net
Cash (Used In) Provided By Financing Activities.

 For
the year ended December 31, 2023, net cash used in financing activities was $94,523, consisting primarily of advance from a related parties
of $131,901 and repayment of lease liabilities of $37,378.

 For
the year ended December 31, 2022, net cash used in financing activities was $52,688, consisting primarily of advance from a related company
of $1,333 and repayment of lease liabilities of $54,021.

 Material
Commitments

 As
of the date of this Annual Report, we do not have any material commitments.

 Material
Cash Requirements

 We
have not achieved profitability since our inception and we expect to continue to incur net losses for the foreseeable future. We expect
net cash expended in 2024 to be higher than 2023. As of December 31, 2023, we had an accumulated deficit of $1,675,973. Our material
cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.

 We
had the following contractual obligations and commercial commitments as of December 31, 2023:

 Less

 More

 than

 than 5

 Contractual Obligations

 Total

 1 year

 1-3 Years

 3-5 Years

 Years

 $

 $

 $

 $

 $

 Operating lease obligations

 -

 -

 -

 Total obligations

 -

 -

 -

 Off-Balance
Sheet Arrangements.

 As
of December 31, 2023, the Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter
into any off-balance sheet arrangements.

 Summary
of Critical Accounting Policies

 The
Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the
Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All
adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals,
as well as non-recurring charges.

 The
consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiaries. All significant
inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during
the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date
of disposal.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 Significant
areas for which management uses estimates include:

 revenue
 recognition,

 sales
 returns and allowances;

 inventory;

 estimated
 lives for tangible and intangible assets;

 income
 tax valuation allowances; and

 These
estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates
will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions
and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary.

receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30
to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer
credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered
past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal
year, the Company specifically evaluates individual customer's financial condition, credit history, and the current economic conditions
to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for expected credit losses
resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according
to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court
of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for
recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

 Allowance
for Expected Credit Losses

 In
accordance with ASC Topic 326, " Credit Losses – Measurement of Credit Losses on Financial Instruments " (ASC
326), the Company utilizes the current expected credit losses ("CECL") model to determine an allowance that reflects its
best estimate of the expected credit losses on accounts receivable, prepayments, deposits and other receivables which is recorded as
a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable
and supportable economic forecasts to estimate expected credit losses. Accounts receivable, prepayments, deposits and other receivables
are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.

 As
of December 31, 2023 and 2022, there was no allowance for expected credit losses.

are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. The Company
provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

 Plant
and equipment

 Plant
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking
into account their estimated residual values:

 Expected useful lives

 Residual value

 Furniture, fixture and equipment

 3 years

 %

 Motor vehicle

 3.33 to 4 years

 %

 Leasehold improvement

 2 years

 %

 Expenditures
for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 Intangible
assets

 Intangible
assets represented trademarks of their products and are stated at cost less accumulated amortization and any recognized impairment loss.
Amortization is provided over the term of their registrations on a straight-line basis, which is 10 years and will expire in 2028.

 Impairment
of long-lived assets

 In
accordance with the provisions of ASC Topic 360, "Impairment or Disposal of Long-Lived Assets", all long-lived assets such
as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is
evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated
by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

 Revenue
recognition

 The
Company adopted Accounting Standards Codification ("ASC") 606 – Revenue from Contracts with Customers "
("ASC 606"). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service,
or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer
obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects
to be entitled to receive in exchange for goods or services. Under the standard, a contract's transaction price is allocated to
each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope
of ASC 606, the Company performs the following five steps:

 identify
 the contract with a customer;

 identify
 the performance obligations in the contract;

 determine
 the transaction price;

 allocate
 the transaction price to performance obligations in the contract; and

 recognize
 revenue as the performance obligation is satisfied.

 Currently,
the Company operates two business segments.

Business mainly provides health consulting advisory services and healthcare and wellness products to the customers.

 Revenue
is earned from the rendering of health consulting advisory services to the customers. The Company recognizes services revenue over the
period in which such services are performed. Amounts expected to be recognized as revenue within the 12 months following the balance
sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected
to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current
portion.

 The
sale and distribution of the healthcare products, such as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and
(iv) Skincare, is the only performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare
products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records
its revenues, net of value added taxes ("VAT") on the majority of the products at the rate of 17% on the invoiced value of
sales. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company records
its cost including taxes.

 Wine
Business mainly provides the wine products to the customers. Revenue is recognized from the sale of wine products upon delivery to
the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value
added taxes ("VAT") on the majority of the products at the rate of 17% on the invoiced value of sales. The cost, such as
shipping cost and material cost, is recognized when the product delivered to the customers. The Company records its cost including taxes.

 Income
taxes

 The
Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13,
the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in
the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty
percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company
had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 The
estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying
balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 Leases

 The
Company adopts the FASB Accounting Standards Update ("ASU") 2016-02 "Leases (Topic 842)." for all periods presented.
This standard requires lessees to recognize lease assets ("right of use") and related lease obligations ("lease liabilities")
on the balance sheet for leases with terms in excess of 12 months.

 The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and
finance lease liabilities in the consolidated balance sheets.

 ROU
assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's
obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized
at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease.
In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on
a straight-line basis over the lease term.

 Commitments
and contingencies

 The
Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date
the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future
events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise
of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well
as the perceived merits of the amount of relief sought or expected to be sought therein.

 If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time that these matters will have a material adverse effect on
the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

 Fair
value of financial instruments

 The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial
instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37")
to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes
a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.
To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting
Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value
into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined
by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 Level

 Quoted
 market prices available in active markets for identical assets or liabilities as of the reporting date.

 Level

 Pricing
 inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the
 reporting date.

 Level

 Pricing
 inputs that are generally observable inputs and not corroborated by market data.

 Financial
assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar
techniques and at least one significant model assumption or input is unobservable.

 The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than
one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of
the instrument.

 Recent
accounting pronouncements

 From
time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard
setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the
impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of
operations upon adoption.

 Accounting
Standards Recently Adopted

 In
August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible
debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity's
own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings
per share guidance. This standard became effective for the Company beginning on January 1, 2022. Adoption is either a modified retrospective
method or a fully retrospective method of transition. The Company adopted this guidance effective January 1, 2022, and the adoption of
this standard did not have a material impact on its consolidated financial statements.

 In
May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic
470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity's Own Equity
(Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.
This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants)
so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective
for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The Company adopted this guidance
effective January 1, 2022, and the adoption of this standard did not have a material impact on its consolidated financial statements.

 In
December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This
ASU defers the sunset date of Topic 848, which provides relief to entities affected by reference rate reform. The ASU defers the sunset
date of Topic 848 from December 31, 2022, to December 31, 2025. The standard is effective immediately and the Company adopted the standard
in December 2022 with no financial impact. The Company is currently assessing the impact ASU 2020-04, for which this ASU 2022-06 relates,
will have on its consolidated financial statements.

 The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of
any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable to smaller reporting companies.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 China
Foods Holdings Ltd

to

Financial Statements

 Pages

 Report of Independent Registered Public Accounting Firm (Firm ID: 3299)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the stockholders and the board of directors of

 China
Foods Holdings Limited

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of China Foods Holdings Limited (the "Company") as of December 31,
2023 and the related consolidated statements of operations and comprehensive (loss) income, shareholders' equity, and cash flows
for the year ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial report. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinions.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and
(2) involved especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

 OLAYINKA
OYEBOLA & CO.

 (Chartered
Accountants)

 We
have served as the Company's auditor since 2024.

 April
15th, 2024.

 Lagos,
Nigeria

 To
the stockholders and the board of directors of

 China
Foods Holdings Limited

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of China Foods Holdings Limited (the "Company") as of December 31,
2022 and the related consolidated statements of operations and comprehensive (loss) income, shareholders' equity, and cash flows
for the year ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles
generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinions.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and
(2) involved especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

 /s/
 ARK Pro CPA & Co

 (Formerly
HKCM CPA& Co.)

 Certified
Public Accountants

 Firm
ID: 3299

 We
have served as the Company's auditor since 2020.

 Hong
Kong, China

 March 31, 2022

 China
Foods Holdings Ltd.

Balance Sheets

expressed in United States Dollars ("US$"), except for number of shares)

 ASSETS

 Current Assets

 Cash and cash equivalents

 174,877

 381,709

 Accounts receivable, net

 5,120

 Prepayments, deposits and other receivables

 66,817

 74,813

 Right-of-use assets, net

 20,796

 -

 Inventories, net

 48,282

 138,582

 Total Current Assets

 349,603

 600,224

 Non-Current Assets

 Plant and equipment, net

 12,981

 55,495

 Right-of-use assets, net

 -

 20,341

 Intangible assets, net

 2,597

 3,148

 Total Non-Current Assets

 15,578

 78,984

 TOTAL ASSETS

 365,181

 679,208

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current Liabilities

 Accounts payable

 -

 8,013

 Accrued liabilities and other payables

 93,395

 122,660

 Customer deposits

 68,885

 73,602

 Lease liabilities

 21,024

 Amount due to a director

 232,344

 220,794

 Amount due to a related company

 320,315

 199,964

 Amount due to a related party

 320,315

 199,964

 Income tax payable

 20,019

 15,722

 Total Current-Liabilities

 755,996

 661,779

 Commitment and contingents

 -

 -

 Shareholders' (Deficit) Equity

 Common stock $ 0.0001 par value, 100,000,000 shares authorized, 20,252,309 and 20,252,309 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 2,025

 2,025

 Additional paid-in capital

 Accumulated other comprehensive loss

 ( 7,222
)

 ( 2,678
)

 Accumulated deficit

 ( 1,675,973
)

 ( 1,272,273
)

 Total Shareholders' (Deficit) Equity

 ( 390,815
)

 17,429

 TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

 365,181

 679,208

 The
accompanying notes are an integral part of these consolidated financial statements.

 China
Foods Holdings Ltd.

Statements of Operations and Comprehensive Loss

expressed in United States Dollars ("US$"), except for number of shares)

 2023

 2022

 2023

 2022

 Revenue, net

 $

 $

 Cost of revenue

 ( 94,331
)

 ( 243,034
)

 64,144

 111,062

 Operating expenses

 Selling and distribution expenses

 3,547

 2,988

 General and administrative expenses

 465,234

 500,807

 468,781

 503,795

 Loss from operation

 ( 404,637
)

 ( 392,733
)

 Other income:

 Interest income

 Sundry income

 39,293

 Total other income

 39,483

 Loss before income tax

)

 ( 353,250
)

 Income tax expenses

 -

 ( 828
)

 NET LOSS

 $
)

 $
)

 Other comprehensive loss

 Foreign currency adjustment loss

 ( 4,544
)

 ( 29,194
)

 Comprehensive loss

 $
 ( 408,244
)

 $
 ( 383,272
)

 Net loss per common share

 Basic and diluted

 $
 ( 0.02
)

 $
 ( 0.02
)

 Weighted average number of common share

 Basic and diluted

 The
accompanying notes are an integral part of these consolidated financial statements.

 CHINA
FOODS HOLDINGS LTD.

Statements of Changes in Shareholders' Equity

expressed in United States Dollars ("US$"), except for number of shares)

 Share

 Amount

 capital

 deficit

 (loss) income

 equity

 Common Stock

 Additional

 paid-in

 Accumulated

 Accumulated

 other

 comprehensive

 Total
 shareholders'

 Share

 Amount

 capital

 deficit

 (loss) income

 equity

 Balance at January 1, 2022

 $
 2,025

 $

 $
 ( 918,195
)

 $
 26,516

 $
 400,701

 Foreign currency translation adjustment

 -

 -

 -

 -

 ( 29,194
)

 ( 29,194
)

 Net loss for the year

 -

 -

 -

)

 -

)

 Balance at December 31, 2022

 2,025

 $
 ( 1,272,273
)

 $
 ( 2,678
)

 $
 17,429

 Balance

 2,025

 $
 ( 1,272,273
)

 $
 ( 2,678
)

 $
 17,429

 Foreign currency translation adjustment

 -

 -

 -

 -

 ( 4,544
)

 ( 4,544
)

 Net loss for the year

 -

 -

 -

)

 -

)

 Balance at December 31, 2023

 $
 2,025

 $

 $
 ( 1,675,973
)

 $
 ( 7,222
)

 $
 ( 390,815
)

 Balance

 $
 2,025

 $

 $
 ( 1,675,973
)

 $
 ( 7,222
)

 $
 ( 390,815
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 China
Foods Holdings Ltd

Statements of Cash Flows

expressed in United States Dollars ("US$"))

 2022

 2022

 2022

 2022

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Depreciation of plant and equipment

 42,390

 65,165

 Amortization

 Gain from sale of plant and equipment

 -

 ( 16,277
)

 Gain from termination of lease

 -

 ( 8,038
)

 Non-cash lease expense

 50,991

 55,916

 Adjustments to reconcile
 net loss to net cash used in operating activities, Total

 ( 309,886
)

 ( 256,812
)

 Change in operating assets and liabilities:

 Accounts receivable

 ( 33,711
)

 ( 5,120
)

 Prepayments, deposits and other receivables

 7,996

 64,441

 90,300

 188,969

 Lease liabilities

 ( 14,170
)

 -

 Accounts payable

 ( 8,013
)

 8,013

 Accrued liabilities and other payables

 ( 29,265
)

 71,460

 Customer deposits

 ( 4,717
)

 ( 267,181
)

 Tax payable

 4,297

 24,632

 Net cash used in operating activities

 ( 297,169
)

 ( 171,598
)

 Cash flows from investing activities

 Purchase of plant and equipment

 ( 746
)

 -

 Proceeds from sale of plant and equipment

 -

 22,930

 Net cash (used in) provided by investing activities

 ( 746
)

 22,930

 Cash flows from financing activities:

 Payment of lease liabilities

 ( 37,378
)

 ( 54,021
)

 Advance from related parties

 131,901

 1,333

 Net cash provided by (used in) financing activities

 94,523

 ( 52,688
)

 Foreign currency translation adjustment

 ( 3,440
)

 ( 26,369
)

 Net change in cash and cash equivalents

 ( 206,832
)

 ( 227,725
)

 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 381,709

 609,434

 CASH AND CASH EQUIVALENTS, END OF YEAR

 $
 174,877

 $
 381,709

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for income taxes

 $
 -

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 China
Foods Holdings Ltd

 Notes
to Consolidated Financial Statements

expressed in United States Dollars ("US$"), except for number of shares)

 NOTE
1: ORGANIZATION AND BUSINESS BACKGROUND

 China
Foods Holdings Ltd. (the "Company" or "CFOO") was incorporated in Delaware on January 10, 2019.

 The
Company is a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness
care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation
services to consumers in China. The Company works with certain licensed healthcare food factories to develop and manufacture products
and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.

 Due
to the impact of the COVID-19 pandemic in the healthcare industry, the Company also offered a new line of high-end wine products in our
online and offline sales platform, to diversify the market demand and customer needs.

 The
following table depicts the description of the Company's subsidiaries:

 SCHEDULE OF SUBSIDIARIES INFORMATION

 Name

 Place of

 incorporation

 and kind of

 legal entity

 Principal

 activities

 Particulars of

 registered/

 paid up share

 capital

 Effective

 interest

 held

 Elite Creation Group Limited ("ECGL")

 BVI, a limited liability company

 Investment holding

 50,000 issued shares of US$1each

 %

 Alpha Wellness (HK) Limited ("AWL")

 Hong Kong, a limited liability company

 Investment holding

 300,000 issued shares of HK$ 300,000

 %

 Guangzhou Xiao Xiang Health Industry Company Limited ("GXXHIC")

 The PRC, a limited liability company

 Sales of healthcare products

 RMB 9,000,000

 %

 The
Company and its subsidiaries are hereinafter referred to as (the "Company").

 NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation and Consolidation

 The
Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States ("GAAP"). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as
found in the Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial
Accounting Standards Board ("FASB"). All adjustments considered necessary for a fair presentation have been included. These
adjustments consist of normal and recurring accruals, as well as non-recurring charges.

 The
consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiaries. All significant
inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during
the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date
of disposal.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 Significant
areas for which management uses estimates include:

 revenue
 recognition at point in time and over time;

 sales
 returns at point in time and allowances;

 inventory;

 estimated
 lives for tangible and intangible assets; and

 income
 tax valuation allowances

 These
estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates
will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions
and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary.

Reporting

 Accounting
Standards Codification ("ASC") Topic 280, " Segment Reporting " establishes standards for reporting information
about operating segments on a basis consistent with the Company's internal organization structure as well as information about
geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in two
reportable operating segments in Hong Kong and China.

 Cash
and Cash Equivalents

 Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Receivable

receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30
to 90 days from completion of service. Credit is extended based on evaluation of a customer's financial condition, the customer
credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered
past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal
year, the Company specifically evaluates individual customer's financial condition, credit history, and the current economic conditions
to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for expected credit losses
resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according
to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court
of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for
recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

 Allowance
for Expected Credit Losses

 In
accordance with ASC Topic 326, " Credit Losses – Measurement of Credit Losses on Financial Instruments " (ASC
326), the Company utilizes the current expected credit losses ("CECL") model to determine an allowance that reflects its
best estimate of the expected credit losses on accounts receivable, prepayments, deposits and other receivables which is recorded as
a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable
and supportable economic forecasts to estimate expected credit losses. Accounts receivable, prepayments, deposits and other receivables
are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.

 As
of December 31, 2023 and 2022, there was no allowance for expected credit losses.

are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. The Company
provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31,
2023 and 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

 Plant
and Equipment

 Plant
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking
into account their estimated residual values:

 SCHEDULE OF ESTIMATED USEFUL LIVES

 Expected useful lives

 Residual value

 Furniture, fixture and equipment

 3 years

 %

 Motor vehicle

 3.33 to 4 years

 %

 Leasehold improvement

 2 years

 %

 Expenditures
for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 Intangible
Assets

 Intangible
assets represented trademarks of their products and are stated at cost less accumulated amortization and any recognized impairment loss.
Amortization is provided over the term of their registrations on a straight-line basis, which is 10 years and will expire in 2028.

 Amortization
expense for the years ended December 31, 2023 and 2022 was $ 433 and $ 500, respectively.

 Impairment
of Long-Lived Assets

 In
accordance with the provisions of ASC Topic 360, "Impairment or Disposal of Long-Lived Assets", all long-lived assets such
as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is
evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated
by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the years presented.

 Revenue
Recognition

 The
Company adopted Accounting Standards Codification ("ASC") 606 – Revenue from Contracts with Customers "
("ASC 606"). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service,
or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer
obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects
to be entitled to receive in exchange for goods or services. Under the standard, a contract's transaction price is allocated to
each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope
of ASC 606, the Company performs the following five steps:

 identify
 the contract with a customer;

 identify
 the performance obligations in the contract;

 determine
 the transaction price;

 allocate
 the transaction price to performance obligations in the contract; and

 recognize
 revenue as the performance obligation is satisfied.

 Currently,
the Company operates two business segments.

Business mainly provides health consulting advisory services and healthcare and wellness
products to the customers.

 Revenue
is earned from the rendering of health consulting advisory services to the customers. The Company recognizes services revenue over the
period in which such services are performed. Amounts expected to be recognized as revenue within the 12 months following the balance
sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected
to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current
portion.

 The
sale and distribution of the healthcare products, such as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and
(iv) Skincare, is the only performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare
products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records
its revenues, net of value added taxes ("VAT") on the majority of the products at the rate of 17 % on the invoiced value of
sales. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company records
its cost including taxes.

 Wine
Business mainly provides the wine products to the customers.
 Revenue is recognized from the sale of wine products upon delivery to the customers, whereas the title and risk of loss are fully
transferred to the customers. The Company records its revenues, net of value added taxes ("VAT") on the majority of the products
at the rate of 17 % on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product
delivered to the customers. The Company also records its cost including taxes such as, urban construction
tax and educational surtax.

 Disaggregation
of Revenue

 The
following table provides information about disaggregated revenue from customers into the nature of the products and services, and the
related timing of revenue recognition:

 SCHEDULE OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS

 Type of products or services

 Timing of revenue recognition

 For the Year Ended

 For the Year Ended

 Consultancy service fee income

 Services transferred over time

 $

 $

 Sales of healthcare products

 Goods transferred at a point in time

 3,344

 Sales of wine products

 Goods transferred at a point in time

 TOTAL

 $

 $

 Income
Taxes

 The
Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13,
the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in
the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty
percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition,
classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company
had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 The
estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying
balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 Foreign
Currencies Translation

 Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the consolidated statement of operations.

 The
reporting currency of the Company is United States Dollar ("US$") and the accompanying financial statements have been expressed
in US$. In addition, the Company is operating in Hong Kong SAR and the People's Republic of China and maintain its books and record
in its local currency, Hong Kong Dollars ("HK$") and Renminbi ("RMB"), which is a functional currency as being
the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets
and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30,
" Translation of Financial Statement ", using the exchange rate on the balance sheet date. Revenues and expenses are
translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign
subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder's
equity.

 Translation
of amounts from HK$ and RMB into US$ have been made at the following exchange rates for the years ended December 31, 2023 and 2022.

 SCHEDULE OF FOREIGN CURRENCIES TRANSLATION EXCHANGE RATES

 2023

 2022

 Year-end HK$:US$ exchange rate

 0.12807

 0.12799

 Annual average HK$:US$ exchange rate

 0.12774

 0.12771

 Year-end RMB:US$ exchange rate

 0.14145

 0.14500

 Annual average RMB:US$ exchange rate

 0.14139

 0.14879

 Net
Loss per Share

 The
Company calculates net loss per share in accordance with ASC Topic 260, "Earnings per Share." Basic income per share is computed
by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is
computed similar to basic income per share except that the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 Comprehensive
income

 ASC
Topic 220, "Comprehensive Income", establishes standards for reporting and display of comprehensive income, its components
and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated
other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders' equity, consists
of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation
of income tax expense or benefit.

 Retirement
plan costs

 Contributions
to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements
of operation as the related employee service are provided.

 Leases

 The
Company adopts the FASB Accounting Standards Update ("ASU") 2016-02 "Leases (Topic 842)." for all periods presented.
This standard requires lessees to recognize lease assets ("right of use") and related lease obligations ("lease liabilities")
on the balance sheet for leases with terms in excess of 12 months.

 The
Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and
finance lease liabilities in the consolidated balance sheets.

 ROU
assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's
obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized,
based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the
implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement
date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over
the lease term.

 Related
Parties

 The
Company follows the ASC 850-10, "Related Party" for the identification of related parties and disclosure of related
party transactions.

 Pursuant
to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15,
to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing
trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company;
f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.

 The
financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense
allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the
preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the
nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which
income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding
period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.

 Commitments
and Contingencies

 The
Company follows the ASC 450-20, " Commitments" to report accounting for contingencies. Certain conditions may exist
as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one
or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves
an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted
claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims
as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time that these matters will have a material adverse effect on
the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

 Fair
value of Financial Instruments

 The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial
instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37")
to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes
a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.
To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting
Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value
into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined
by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 Level

 Quoted
 market prices available in active markets for identical assets or liabilities as of the reporting date.

 Level

 Pricing
 inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the
 reporting date.

 Level

 Pricing
 inputs that are generally observable inputs and not corroborated by market data.

 Financial
assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar
techniques and at least one significant model assumption or input is unobservable.

 The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than
one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of
the instrument.

 The
carrying amounts of the Company's financial assets and liabilities, such as cash and cash equivalents, approximate their fair values
because of the short maturity of these instruments.

 Recent
Accounting Pronouncements

 From
time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of
the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are
not yet effective will not have a material impact on its financial position or results of operations upon adoption.

 Accounting
Standards Recently Adopted

 In
August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible
debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity's
own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings
per share guidance. This standard became effective for the Company beginning on January 1, 2022. Adoption is either a modified retrospective
method or a fully retrospective method of transition. The Company adopted this guidance effective January 1, 2022, and the adoption of
this standard did not have a material impact on its consolidated financial statements.

 In
May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic
470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity's Own Equity
(Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.
This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants)
so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective
for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The Company adopted this guidance
effective January 1, 2022, and the adoption of this standard did not have a material impact on its consolidated financial statements.

 In
December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This
ASU defers the sunset date of Topic 848, which provides relief to entities affected by reference rate reform. The ASU defers the sunset
date of Topic 848 from December 31, 2022, to December 31, 2025. The standard is effective immediately and the Company adopted the standard
in December 2022 with no financial impact. The Company is currently assessing the impact ASU 2020-04, for which this ASU 2022-06 relates,
will have on its consolidated financial statements.

 The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of
any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 NOTE
3: LIQUIDITY AND CAPITAL RESOURCES

 The
Company's cash balance as of December 31, 2023, was $ 174,877, as compared to $ 381,709 as of December 31, 2022, it was decreased
by $ 206,832. The current liabilities exceeded current assets by $ 406,393, the Company had an accumulated deficit of $ 1,675,973. The Company
believes that its cash and investments will be sufficient to fund our planned operations for at least one year past the issuance date
of the consolidated financial statements.

 The
Company's ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support
from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet
the Company's obligations as they become due.

 Despite
the amount of funds that the Company has raised, no assurance can be given that any future financing, if needed, will be available or,
if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if
needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders,
in the case of equity financing.

 NOTE
4: SEGMENT REPORTING

 Currently,
the Company has two reportable business segments:

 (i)

 Segment, mainly provides health consulting advisory services and healthcare and wellness products to the customers; and

 (ii)

 Wine
 Segment, mainly provides the wine products to the customers.

 In
the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue
with the reportable segments.

 SUMMARY OF REPORTABLE SEGMENTS

 Wine

 Total

 Year Ended December 31, 2023

 Wine

 Total

 Revenue from external customers:

 $

 $
 -

 $

 3,344

 -

 3,344

 -

 19,312

 Cost of sales:

 -

 -

 -

 ( 1,419
)

 -

 ( 1,419
)

 -

 ( 92,912
)

 ( 92,912
)

 Total cost of revenue

 ( 1,419
)

 ( 92,912
)

 ( 94,331
)

 17,893

 46,251

 64,144

 Operating Expenses

 Selling and distribution

 -

 ( 3,547
)

 ( 3,547
)

 General and administrative

 ( 93,047
)

 ( 372,187
)

 ( 465,234
)

 ( 93,047
)

 ( 375,734
)

 ( 468,781
)

 Segment loss

 $
 ( 75,154
)

 $
 ( 329,483
)

 $
 ( 404,637
)

 Wine

 Total

 Year Ended December 31, 2022

 Wine

 Total

 Revenue from external customers:

 $

 $
 -

 $

 -

 -

 180,652

 Cost of sales:

 ( 59,747
)

 -

 ( 59,747
)

 ( 14,888
)

 -

 ( 14,888
)

 -

 ( 168,399
)

 ( 168,399
)

 Total cost of revenue

 ( 74,635
)

 ( 168,399
)

 ( 243,034
)

 106,017

 5,045

 111,062

 Operating Expenses

 Selling and distribution

 -

 ( 2,988
)

 ( 2,988
)

 General and administrative

 ( 412,228
)

 ( 88,579
)

 ( 500,807
)

 ( 412,228
)

 ( 91,567
)

 ( 503,795
)

 Segment loss

 $
 ( 306,211
)

 $
 ( 86,522
)

 $
 ( 392,733
)

 The
below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic
segments is shown in the following tables:

 SUMMARY OF GEOGRAPHIC SEGMENTS

 2023

 2022

 2023

 2022

 Hong Kong

 $

 $
 140,477

 China

 142,507

 213,619

 $

 $

 NOTE
5: PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

 Prepayments
and other receivable consisted of the following:

 SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLE

 Purchase deposits

 $
 22,631

 $
 23,835

 Rental and utility deposits

 41,181

 40,115

 Other receivables

 3,005

 10,863

 Prepayments
 and other receivable

 $
 66,817

 $
 74,813

 Purchase
deposits represented deposit payments made to vendors for procurement, which are interest-free, unsecured and relieved against accounts
payable when goods are received by the Company.

 NOTE
6: INVENTORIES

consisted of the following:

 SCHEDULE OF INVENTORIES

 Finished goods - wine products

 $
 42,282

 $
 138,582

 For
the years ended December 31, 2023 and 2022, no allowance for obsolete inventories was recorded by the Company.

 NOTE
7: PLANT AND EQUIPMENT

 SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

 Motor vehicle

 $
 280,612

 $
 284,255

 Furniture, fixture and equipment

 15,851

 15,465

 Leasehold improvement

 27,266

 27,358

 Foreign translation difference, net

 ( 6,109
)

 ( 4,095
)

 Plant and equipment,
 gross

 317,620

 322,983

 Less: accumulated depreciation

 ( 309,878
)

 ( 258,665
)

 Foreign translation difference, net

 5,239

 ( 8,823
)

 Plant and equipment. net

 $
 12,981

 $
 55,495

 Depreciation
expenses for the years ended December 31, 2023 and 2022 were $ 42,390 and $ 65,165, respectively.

 NOTE
8: CUSTOMER DEPOSITS

 Customer
deposits represented cash paid to the Company from the customers, for which the Company has an obligation to deliver the orders to satisfy
with the customers, or to return the funds, within twelve months.

 As
of December 31, 2023 and 2022, the deposit received from customers was $ 68,885 and $ 73,602, respectively.

 NOTE
9: AMOUNTS DUE TO A DIRECTOR AND A RELATED COMPANY

 The
amounts represented temporary advances to the Company by its director and its related company which were unsecured, interest-free and
had no fixed terms of repayments.

 NOTE
10: LEASE

 The
Company leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 1 to 2 years, through
May 16, 2024.

 Right
of use assets and lease liability – right of use are as follows:

 SCHEDULE
OF RIGHT OF USE ASSETS AND LEASE LIABILITY

 Right-of-use assets

 $
 20,796

 $
 20,341

 The
lease liability is as follows:

 Current portion

 $
 20,796

 $
 20,341

 Non-current portion

 -

 -

 Total

 $
 20,796

 $
 20,341

 NOTE
11: SHAREHOLDERS' EQUITY

 Common
Stock

 The
Company is authorized, subject to limitations prescribed by Delaware law, to issue up to 100,000,000 shares of common stock with a par
value of $ 0.0001.

 Dividend
Rights

 Subject
to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock
are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends
and only then at the times and in the amounts that our board of directors may determine.

 Voting
Rights

 Each
holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders.
Under our Certificate of Incorporation, stockholders do not have the right to cumulate votes for the election of directors.

 No
Preemptive or Similar Rights

 Our
common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.

 Right
to Receive Liquidation Distributions

 Upon
our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably
among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights
and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

 As
of December 31, 2023 and 2022, a total of 20,252,309 shares of common stock were issued and outstanding.

 Preferred
Stock

 The
Company is not currently authorized to issue shares of preferred stock. The Certificate of Incorporation, however, allows the board of
directors to authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power
or other rights of the holders of the common stock in the event that shares of preferred stock are authorized in the future. The issuance
of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other
things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price
of our common stock and the voting and other rights of the holders of common stock. The Company has no current plans to issue any shares
of preferred stock.

 NOTE
12: NET LOSS PER SHARE

 Basic
net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of
potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic
and diluted net loss per share for the years ended December 31, 2023 and 2022:

 SCHEDULE OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE

 2023

 2022

 2023

 2022

 Net loss attributable to common shareholders

 $
)

 $
)

 Weighted average common shares outstanding – Basic and diluted

 Net loss per share – Basic and diluted

 $
 ( 0.02
)

 $
 ( 0.02
)

 For
the years ended December 31, 2023 and 2022, diluted weighted-average common shares outstanding
is equal to basic weighted-average common shares, due to the Company's net loss position. Hence, no common stock equivalents were
included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

 NOTE
13: INCOME TAXES

 The
provision for income taxes consisted of the following:

 SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE

 2023

 2022

 2023

 2022

 Current tax

 $
 -

 $

 Deferred tax

 -

 -

 Income tax expense

 $
 -

 $

 The
effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range
of income tax rate. The Company operates in various countries: United States of America, Hong Kong and the PRC that are subject to taxes
in the jurisdictions in which they operate, as follows:

 United
States of America

 CFOO
is registered in the State of Delaware and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the "Tax
Reform Act") was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other
things, lowering the U.S. corporate tax rate from 35% to 21 % effective January 1, 2018. The Company's policy is to recognize accrued
interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest
or penalties which were not material to its results of operations for the years presented.

 For
the years ended December 31, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions. As of
December 31, 2023 and 2022, the Company has not accrued any penalties on uncertain tax positions.

 As
of December 31, 2023, the operation in the United States incurred $ 154,361 of cumulative net operating losses which can be carried forward
indefinitely to offset future taxable income.

 BVI

 ECGL
is incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities
to their shareholder, no British Virgin Islands withholding tax will be imposed.

 Hong
Kong

 AWL
operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated
assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation
of income tax rate to the effective income tax rate for the years ended December 31, 2023 and 2022 is as follows:

 SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE

 2023

 2022

 2023

 2022

 Loss before income taxes

 $
 ( 209,318
)

 $
 ( 7,211
)

 Statutory income tax rate

 8.25
 %

 8.25
 %

 Income tax expense at statutory rate

 ( 17,269
)

 ( 595
)

 Tax adjustments

 1,423

 Net operating loss

 16,960

 -

 Income tax expense

 $
 -

 $

 The
PRC

 GXXH
operating in the PRC is subject to the Corporate Income Tax Law of the People's Republic of China at a unified income tax rate
of 25%. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2023 and 2022 is as follows:

 SCHEDULE OF RECONCILIATION TAX RATE TO EFFECTIVE INCOME TAX RATE

 2023

 2022

 2023

 2022

 Loss before income taxes

 $
 ( 173,167
)

 $
 ( 250,911
)

 Statutory income tax rate

 %

 %

 Income tax expense at statutory rate

 ( 43,292
)

 ( 62,728
)

 Net operating loss

 43,292

 62,728

 Income tax expense

 $
 -

 $
 -

 The
following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2023 and 2022:

 SCHEDULE OF DEFERRED TAX ASSETS

 2023

 2022

 As of December 31,

 2023

 2022

 Deferred tax assets:

 Net operating loss carryforwards

 - United States

 $
 154,361

 $
 149,874

 - Hong Kong

 16,960

 -

 - PRC

 352,923

 309,631

 Net operating loss carryforwards

 524,244

 459,505

 Less: valuation allowance

 ( 524,244
)

 ( 459,505
)

 Deferred tax assets, net

 $
 -

 $
 -

 The
Company recognizes interest and penalties, if applicable, related to uncertain tax positions in the income tax provision. There were
no reserves for unrecognized tax benefits and no accrued interest related to uncertain tax positions as of December 31, 2023 and 2022.

 The
Company files income tax returns in U.S. federal, U.S. state and foreign jurisdictions. With some exceptions, most tax years remain open
to examination by the taxing authorities due to the Company's NOL carryforwards.

 NOTE
14: PENSION COSTS

 The
Company is required to make contributions to their employees under a government-mandated defined contribution pension scheme for its
eligible full-times employees in the People's Republic of China and mandatory provident funds for its eligible full-times employees
in the Hong Kong. The Company is required to contribute a specified percentage of the participants' relevant income based on their
ages and wages level. During the years ended December 31, 2023 and 2022, $ 14,007 and $ 19,467 contributions were made accordingly.

 NOTE
15: RELATED PARTY TRANSACTIONS

 From
time to time, the Company's director and related company advanced funds to the Company for working capital purpose. Those advances
are unsecured, non-interest bearing and due on demand. As of December 31, 2023 and 2022, the Company owed the balance of $ 232,344 and
$ 220,794 to its director, and owed the balance of $ 320,315 and $ 199,964 to a related company.

 Apart
from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other
significant or material related party transactions during the years presented.

 NOTE
16: CONCENTRATIONS OF RISK

 The
Company is exposed to the following concentrations of risk:

 (a)
Major customers

 For
the years ended December 31, 2023 and 2022, the customers who accounts for 10% or more of the Company's revenues and its outstanding
receivable balances as at year-end dates, are presented as follows:

 SCHEDULE OF CONCENTRATIONS OF RISK

 Year ended December 31, 2023

 Percentage of

 revenues

 Customer A

 $
 83,433

 %

 $

 Customer E

 42,827

 %

 -

 Customer C

 %

 -

 TOTAL

 $
 142,228

 %

 Total

 $

 Year ended December 31, 2022

 Percentage of

 revenues

 Customer B

 $
 164,566

 %

 $
 -

 Customer C

 140,477

 %

 5,120

 TOTAL

 $
 305,043

 %

 Total

 $
 5,120

 The
Company's major customers are located in the People's Republic of China and Hong Kong.

 (b)
Major vendors

 For
the years ended December 31, 2022 and 2022, the vendor who accounts for 10% or more of the Company's purchases and its outstanding
payable balances as at year-end dates, are presented as follows:

 Year ended December 31, 2023

 Vendor

 of purchases

 payable

 Vendor A

 $
 7,961

 %

 Total:

 $
 -

 Year ended December 31, 2022

 Vendor

 of purchases

 payable

 Vendor A

 $
 17,493

 %

 Total:

 $
 8,013

 All
of the Company's vendors are located in the People's Republic of China.

 (c)
Credit risk

 Financial
instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration
of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection
terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for expected
credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information.

 (d)
Economic and political risk

 The
Company's major operations are conducted in the People's Republic of China. Accordingly, the political, economic, and legal
environments in PRC, as well as the general state of PRC's economy may influence the Company's business, financial condition,
and results of operations.

 (e)
Exchange rate risk

 The
Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post
the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit
depending on exchange rate of HKD and RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political
and economic environments without notice.

 (f)
Risk from COVID

 As
a result of COVID-19, the Company has been unable to satisfy certain customer orders for the products. As a result, the customers have
experienced delays in receiving the products. There is uncertainty around the duration and breadth of the COVID-19 pandemic, and other
actions taken to contain or treat the impact of COVID-19, and the extent of such impact will depend on future developments, which are
highly uncertain and cannot be predicted.

 NOTE
17: COMMITMENTS AND CONTINGENCIES

 As
of December 31, 2023 and 2022, the Company has no material commitments or contingencies.

 NOTE
18: SUBSEQUENT EVENTS

 In
accordance with ASC Topic 855, " Subsequent Events ", which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred after December 31, 2023, up through the date the Company issued the audited consolidated financial statements.
During the period, the Company did not have any material recognizable subsequent events.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 The
Company has had no disagreements with its principal independent accountants with respect to accounting practices or procedures or financial
disclosure.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Our
management, including our CEO and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report. Based on that evaluation, our CEO and Principal Financial Officer concluded that
due to the small size of the Company and lack of segregation of duties our disclosure controls and procedures as of the end of the period
covered by this report was not as effective such that the information required to be disclosed by us in reports filed under the Exchange
Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii)
accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding disclosure.
A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
However, management believes the controls and procedures provide a reasonable basis for the conclusions.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 Our
management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013")
in Internal Control - Integrated Framework. Further, our management considered the lack of operations and revenue, the limited cash on
hand and the limited transactions which occur on a monthly basis. Based on this evaluation, our management concluded that, as of December
31, 2023, our internal control over financial reporting was not effective.

 Management
believes that the material weakness set forth above did not have an effect on our financial results.

 This
annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm since the Company is not an accelerated or larger accelerated filer.

 Evaluation
of Changes in Internal Control over Financial Reporting

 There
have been no changes in internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2023,
that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None

 PART
III

 ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth as of December 31, 2023, the name, age, and position of each executive officer and director and the term of
office of each director of the Company.

 Name

 Age

 Position

 Kong
 Xiao Jun

 Chief
 Executive Officer, Chief Financial Officer and Director

 Liu
 Yang

 Director

 Cheng
 Ni Hu

 Director

 Yunsi
 Liu

 Director

 Set
forth below is a brief description of the background and business experience of our sole executive officer and director:

 Xiao
Jun Kong, age 52, has served as our Chief Executive Officer, Chief Financial Officer and Director since July 13, 2019. He currently
serves as the Chief Executive Officer of Guangdong HY Capital Management CO., LTD and has served in that role since 2011. From 2007 to
2011, Mr. Kong was the Executive Director of the Asia Aluminum Group. Mr. Kong has experience in leading large-scale M&A and investment
projects in different industries such as agriculture, film and media, and cultural tourism. Mr. Kong holds a bachelor degree in accounting
from Southwestern University of Finance and Economics in Chengdu, Sichuan, China. He is also qualified as Chinese Certified Public Accountant,
Certified Tax Agent, US Chartered Financial Analyst, and Fellow of the Institute of Financial Accountants UK. Mr. Kong brings to our
board his experience in business development, strategic planning, and management.

 Liu
Yang, age 38, has been a director to hold office since May 13, 2019. She currently serves as the Investment Director of Guangdong
HY Capital Management Co., Ltd and has served in that role since 2015. Ms. Liu has experience in M&A and investment projects in different
industries such as consumer goods, agriculture, cultural tourism, and education. Ms. Liu holds a bachelor degree in Economics from Southern
China University of Technology in Guangzhou, Guangdong, China.

 Cheng
Ni Hu, age 33, was appointed to serve as our director since July 9, 2020. She currently serves as the Marketing director of KangHuaGuoYao
(GuangDong) Tech Pty. Ltd. for formulating the company's strategy in marketing, branding and producing, and has served in that
role since December 2018. From 2016 to 2018, she served as restore and relocate project manager in North Sydney Railway. Ms. Hu graduated
from the University of Sydney with a Bachelor degrees in Commerce and Combined Commerce (Marketing) and Public Affair from Southern California
University. Ms. Hu brings to the Board her experience in marketing and operations.

 Yunsi
Liu, age 36, has been a President and director of China Foods, prior to the Merger, since January 15, 2019. She currently serves
as the General Manager of Dray Alliance (a venture-backed, technology startup in the trucking industry) and has served in that role since
2019. Concurrently, she is the Managing Partner of Craft and Swan, LLC. From 2015 to 2020, Ms. Yunsi Liu served in executive capacities
for various startups in the Southern California region. Ms. Liu graduated from the University of Pennsylvania with a Bachelor of Science
in Economics degree from the Wharton School, and a Bachelor of Arts in Philosophy degree from the College of Arts and Sciences. Ms. Liu
brings to the Board her experience in finance, management and operation.

 Except
as indicated below, to the knowledge of management, during the past five years, no present or former director, or executive officer of
the Company:

 (1)

 filed
 a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed
 by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years
 before the time of such filing, or any corporation or business association of which he was an executive officer at or within two
 years before the time of such filing;

 (2)

 was
 convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 (3)

 was
 the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining him from or otherwise limiting, the following activities:

 (i)

 acting
 as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
 transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities,
 or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in
 connection with such activity;

 (ii)

 engaging
 in any type of business practice; or

 (iii)

 engaging
 in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
 or state securities laws or federal commodities laws;

 (4)

 was
 the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority
 barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above
 under this Item, or to be associated with persons engaged in any such activity;

 (5)

 was
 found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal
 or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been
 subsequently reversed, suspended, or vacated.

 (6)

 was
 found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any
 federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
 subsequently reversed, suspended or vacated.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than 10% of the Common
Stock and securities convertible into shares of Common Stock (together with the Common Stock, " Subject Shares "), to
file with the SEC initial reports of ownership and reports of changes in ownership of Subject Shares. Directors, officers and greater
than 10% beneficial owners of the Subject Shares are required by the SEC's regulations to furnish us with copies of all forms they
file with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely on the reports received by us and on the representations
of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year
ended December 31, 2023.

 Code
of Ethics

 We
have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions. We intend to adopt a code of ethics in the immediate future.

 Corporate
Governance

 There
have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.
We do not have a nominating committee, however we intend to appoint one in the immediate future.

 Audit
Committee

 Our
board of directors has an Audit Committee consisting of Mr. Kong. The Audit Committee does not at the present time have an audit committee
financial expert serving on its Audit Committee; however, our board intends to appoint an audit committee financial expert in the immediate
future.

 Family
Relationships

 There
are no family relationships between any of our directors or executive officers.

 Involvement
in Certain Legal Proceedings

 None
of our directors, executive officers and control persons has been involved in any of the following events during the past ten years:

 Any
 bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or
 executive officer either at the time of the bankruptcy or within two years prior to that time;

 Any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 Being
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
 or banking activities;

 Being
 found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated
 a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 Being
 the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended
 or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation
 respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order
 of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order,
 or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

 Being
 the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
 (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange
 Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons
 associated with a member.

 Conflicts
of Interest

 Except
as provided for in Article XI of the Company's By-Laws: Board Director Compensation, no officer, director or security holder of
the company may be involved in pecuniary interest in any investment acquired or disposed of by the registrant or in any transaction to
which the registrant or any of its subsidiaries is party or has an interest.

 None
of the directors, officers, security holders or affiliates of the registrant may engage, for their own account, business activities of
the types conducted by the registrant and its subsidiaries.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following tables set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned
by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive
officers earning more than $100,000 during the last fiscal year (together, the "Named Executive Officers"). The tables set
forth below reflect the compensation of the Named Executive Officers.

 Summary
Compensation Table

 Name and Principal
 Position

 Year

 Salary

 Bonus

 Stock

 Awards

 Option

 Awards

 Non- Equity

 Incentive Plan

 Compensation

 All

 Other

 Compensation

 Total

 Kong Xiao Jun

 2023

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Chief Executive Officer, Chief Financial Officer, and director

 2022

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Cash
Compensation – No cash compensation was paid to any director or executive officer of the Company during the fiscal years
ended December 31, 2023, and 2022. Mr. Kong was paid no compensation for his roles as CEO, CFO
and director for the years of 2023 and 2022. Mr. Kong agreed to take no compensation during this time frame to voluntarily reduce the
financial obligation of the Company. He currently serves as the Chief Executive Officer of Guangdong HY Capital Management CO. LTD ("GHCMC"),
which is not a competitor of the Company or GXXHIC. The CEO of GHCMC is a part-time position, requiring Mr. Kong to attend management
meetings and Board of Director meetings, It is estimated that Mr. Kong's service as CEO of GHCMC is very insignificant compared
to his service to the Company, and these roles do not pose any conflict of interest. Mr. Kong does not hold any other positions in any
other entities.

 Bonuses
and Deferred Compensation – None

 Compensation
Pursuant to Plans – None

 Pension
Table – None

 Other
Compensation – None

 Compensation
of Directors

 During
our fiscal years ended December 31, 2023 and 2022, we did not provide compensation to any of our employee directors for serving as our
director. We currently have no formal plan for compensating our employee directors for their services in their capacity as directors,
although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors
may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required
of a director.

 Non-Employee
Director Fees

 Our
Board determines the form and amount of compensation for our non-employee directors based on informal surveys of similar companies and
the amount necessary to attract and retain such directors. For the fiscal years ended December 31, 2023 and 2022, we paid each of our
non-employee directors as follows:

 Name

 Year

 Fees earned
 or paid

 in
 cash*
 ($)

 Stock

 awards
 ($)

 Option

 awards

 ($)

 Non-equity

 incentive

 plan

 compensation

 ($)

 Change
 in

 pension

 value
 and

 nonqualified

 deferred

 compensation

 earnings

 All
 other

 compensation

 ($)

 Total
 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 Yunsi Liu

 2023

 -

 –

 –

 –

 –

 –

 -

 2022

 -

 –

 –

 –

 –

 –

 -

 *
All fees were paid in United States Dollars.

 Directors
who are residents of China do not receive compensation. Ms. Liu, our director who is a U.S. resident, receives a quarterly retainer in
the amount of $2,000 in accordance with the terms of a Director Retainer Agreement effective from January 1, 2020. All directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of
our Board of Directors. Our Board may award special remuneration to any director undertaking any special services on our behalf other
than services ordinarily required of a director.

 Termination
of Employment and Change of Control Arrangement

 There
are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other
termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change
in the person's responsibilities following a changing in control of the Company.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

 The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 29,
2023 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities,
(ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers
and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to
the shares shown.

 Name of Beneficial Owner (2)

 Amount and

 Nature of

 Beneficial

 Ownership (1)

 Percent of Class

 Officers and Directors

 Xiao Jun Kong (3)

 18,951,000

 93.57
 %

 Cheng Ni Hu

 675,000

 3.33
 %

 All executive officers and directors as a group (2 persons)

 19,626,000

 96.90
 %

 Shareholders Holding In Excess of 5%

 HY (HK) Financial Investments Co., Ltd. (3)

 5,001,000

 24.69
 %

 (1)

 Beneficial
 ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
 For purposes of this table, a person or group of persons is deemed to have "beneficial ownership" of any shares of common
 stock that such person has the right to acquire within 60 days of March 29, 2023. Applicable percentage ownership is based on 20,252,309
 shares of common stock outstanding as of March 29, 2023, and any shares that such person or persons has the right to acquire within
 60 days of March 29, 2023, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing
 the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute
 an admission of beneficial ownership.

 (2)

 Unless
 otherwise noted, the business address of each beneficial owner listed is 17/F, 80 Gloucester Road, Wanchai, Hong Kong. Except as
 otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock
 owned by them, except to the extent that power may be shared with a spouse.

 (3)

 Mr.
 Kong is deemed to be the beneficial owner of these 5,001,000 shares held by HY (HK) Financial Investments Co., Ltd. Mr. Kong is the
 Chief Executive Officer and majority shareholder of HY (HK) Financial Investments Co., Ltd.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Transactions
with management and others

 During
the year ended December 31, 2023, there were transactions, or series of similar transactions, since the beginning of the Company's
last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be party,
in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by
the Company to own of record or beneficially more than 5% of any class of the Company's common stock, or any member of the immediate
family of any of the foregoing persons, has an interest. Please see Note 13 above.

 As of December 31,

 2023

 2022

 Amount due (to) from a director

 (232,344
)

 (220,794
)

 Amount due (to) a related company

 (320,315
)

 (199,964
)

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 (1)
 Audit Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's
auditor for the audit of the annual financial statements and review of financial statements included in the Form 10-Q or services that
are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are:
$44,000 for 2023 and $42,000 for 2022.

 (2)
 Audit-Related Fees - The aggregate fees billed in each of the last two fiscal years for assurance and related services
by the Company's principal accountant that are reasonably related to the performance of the audit or review of the financial statements
and are not reported in (1) Audit-related Fees: $0 for 2023 and $0 for 2022.

 (3)
 Tax Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company's
principal accountant for tax compliance, tax advice, and tax planning: $0 for 2023 and $0 for 2022.

 (4)
 All Other Fees - The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company's
principal accountant, other than the services reported in (1) Audit Fees; (2) Audit-Related Fees; and (3) Tax Fees: $0 for 2023 and $0
for 2022.

 (5)
The Company does not have an audit committee.

 (6)
Not Applicable.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)(1)

 List
 of Financial statements included in Part II hereof

 Report of Independent Registered Public Accounting Firm

 Balance Sheet:

 December 31, 2023 and 2022

 Statements of Operations and Comprehensive Loss:

 For the years ended December 31, 2023 and 2022

 Statements of Changes in Shareholders' Equity:

 For the years ended December 31, 2023 and 2022

 Statements of Cash Flows:

 For the years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements:

 For the years ended December 31, 2023 and 2022

 (a)(2)

 List
 of Financial Statement schedules included in Part IV hereof: None

 (a)(3)

 Exhibits

 The
 following exhibits are included herewith:

 Exhibit
 No.

 Description

 31.1

 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS*

 Instance Document

 101.SCH*

 Taxonomy Extension Schema Document

 101.CAL*

 Taxonomy Extension Calculation Linkbase Document

 101.DEF*

 Taxonomy Extension Definition Linkbase Document

 101.LAB*

 Taxonomy Extension Label Linkbase Document

 101.PRE*

 Taxonomy Extension Presentation Linkbase Document

 104*

 *

 (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus
 for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the
 Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 Following
are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description
of the exhibit and the identity of the Report where the exhibit was filed.

 Exhibit
 Number

 Description

 3.1

 Certificate of Incorporation (1)

 3.2

 Bylaws (1)

 4.1

 Form of common stock certificate (4)

 4.2

 Description of Securities (5)

 10.1

 Share Exchange Agreement, dated June 8, 2020, by and among the Company, Elite Creation Group Limited (ECGL), and the shareholders of ECGL (2)

 10.2

 Lease Agreement, dated June 28, 2018, by and between Guangzhou New Litchi Bay Exhibition Co. Ltd. and Guangzhou Xiao Xiang Health Industry Co., Ltd. (3)

 10.3

 Warehouse Lease Contract, effective April 1, 2018, by and between Guangzhou JinPengLai Property Management Co., Ltd. and Guangzhou Xiao Xiang Health Industry Co., Ltd. (3)

 10.4

 Supplementary Contract, by and between Guangzhou Xiao Xiang Health Industry Co., Ltd. and Heilongjiang Hengyuan Food Co., Ltd. (3)

 10.5

 Supplementary Contract, by and between Guangzhou Xiao Xiang Health Industry Co., Ltd. and Guangzhou JinTong Special Medical Food Co. Ltd. (3)

 10.6

 Director Retainer Agreement, dated July 7, 2020, by and between the Company and Yunsi Liu (3)

 21.1

 List of Subsidiaries.(3)

 (1)

 Incorporated
 by reference to the Exhibits to the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission
 on February 20, 2019.

 (2)

 Incorporated
 by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2020.

 (3)

 Incorporated
 by reference to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission previously filed on September
 2, 2020.

 (4)

 Incorporated by Reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2020.

 (5)

 Incorporated by reference to the Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on
February 7, 2023.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report
to be signed on its behalf by the undersigned duly authorized person.

 In
accordance with the requirements of the Securities Exchange Act of 1934, as amendment, this report has been signed by the following persons
in the capacities and on the dates stated.

 China
 Foods Holdings Limited

 (Registrant)

 Dated:
 April 15, 2024

 By:

 /s/
 Kong Xiao Jun

 Kong
 Xiao Jun

 Chief
 Executive Officer, Chief Financial Officer, President and Director