Item 2.01 Completion of an Acquisition or Disposition of Assets.

On June 8, 2020, CHINA FOODS HOLDIINGS LIMITED ("we", "us" or the "Company"), executed a 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"), and the shareholders of ECGL. Pursuant to the Share Exchange Agreement, we purchased Fifty Thousand (50,000) shares of ECGL (the "ECGL Shares"), representing all of the issued and outstanding shares of common stock of ECGL. As consideration, we agreed to issue to the shareholders of ECGL Fifteen Million (15,000,000) shares of our common stock, at a value of US $0.32 per share, for an aggregate value of US $4,800,000. We consummated the acquisition of ECGL on July 9, 2020. It is our understanding that the shareholders of ECGL are not U.S. Persons within the meaning of Regulations S. Accordingly, the Shares are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder. The foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

ECGL is a healthcare product distributing and marketing company. As a result of our acquisition of ECGL, we entered into the healthcare product distributing and marketing industry.

Concurrently with the consummation of the acquisition of ECGL, Ms. Yang Liu resigned from her position as our director and Ms. Cheng Ni Hu was appointed to fill the vacancy caused by her resignation.

Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, 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). Historical stockholders' equity of the accounting acquirer prior to the merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. 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.





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                               CORPORATE HISTORY

China Foods Holdings Ltd. (the "Company") 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 (PINK:TFLG) ("Trafalgar"), for the purpose of reincorporating from the state of Utah into the state of Delaware. The merger became effective on March 13, 2019, with the Company as the surviving entity. Concurrently, the Company changed its name to China Foods Holdings Ltd. to pursue a new strategy of developing and distributing health related products, including supplements, across the globe with a focus on mainland China, Europe and Australia. On July 9, 2020, we acquired Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands ("ECGL"). As a result of our acquisition of ECGL, we entered into the healthcare product distributing and marketing industry.





History

Trafalgar was incorporated under the laws of the state of Utah on October 25, 1972, under the name of Electronic Agricultural Machinery Development Corporation. In 1974, Trafalgar changed its name to Zenith Development Corporation. In 1980, Trafalgar changed its name to Alternative Energy Resources, Inc. In 2004, Trafalgar changed its name to Trafalgar Resources, Inc.

Initially, Trafalgar sought to develop and market inventions, including an asparagus harvester, a hot water saving device and a gas alert signal. Ultimately, none of the inventions were successful and they were abandoned. Trafalgar ceased to conduct any business and has not conducted any business during the last three years. 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. Trafalgar did not possess any unexpired patents or trademarks and all of its licensing and royalty agreements from the inventions it sought to market in the past have since expired, and are not currently valid.

On May 14, 2004, Traflgar authorized the sale of 5,000,000 shares of unregistered Class "A" Voting Common Stock to the directors and officers of Trafalgar for $40,000, as follows: (i) Anthony Brandon Escobar-4,937,500 shares for $39,500; (iii) Sean Escobar-31,250 shares for $250; and (iii) Anthony Coletti-31,250 shares for $250. This sale of Trafalgar's common stock was for the purpose of raising operating capital for the Company.

On July 13, 2018, HY (HK) Financial Investments Co., Ltd. A Hong Kong limited . . .

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The disclosures set forth under Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference. As described above under Item 2.01, on July 9, 2020, the Company completed its acquisition of ECGL. Concurrently with the consummation of the acquisition, Ms. Yang Liu resigned from her position as a director and Ms. Cheng Ni Hu was appointed to fill the vacancy caused by her resignation.

Item 5.06. Change in Shell Company Status

The disclosures set forth under Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference. As described above under Item 2.01, on July 9, 2020, the Company completed the acquisition of ECGL. As a result of the acquisition, the Company is no longer a shell company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The audited financial statements and selected financial information relating to Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands, for the years ended December 31, 2019, and 2018, are included in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operation" and "Financial Statements and Supplementary Data" beginning on pages 27 and F-1, respectively, and are herein incorporated by reference.

(b) Pro Forma Financial Information

The pro forma financial statements relating to Elite Creation Group Limited are included in the section entitled "Financial Statements and Supplementary Data" beginning on page F-1, and are herein incorporated by reference.

The pro forma balance sheet as of March 31, 2020, is based on the historical financial statements of ECGL after giving effect to the financial statements of CFOO and applying the assumptions and adjustments described in the notes to the pro forma financial statements as if such acquisition had occurred as of December 31, 2019, for the balance sheet for pro forma financial statements purposes.

The pro forma financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had ECGL and CFOO been a combined entity during the specified period(s). The pro forma adjustments are based on the preliminary information available at the time of the preparation of this document and assumptions that management believes are reasonable. The pro forma financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with ECGL's historical financial statements included elsewhere in this Current Statement on Form 8-K for the fiscal years ended December 31, 2019 and 2018, and for the three months ended March 31, 2020 and 2019, as Exhibits filed with SEC herewith.

The pro forma financial statements do not purport to represent what the results of operations or financial position of the combined entity would actually have been if the merger had in fact occurred on December 31, 2019, nor do they purport to project the results of operations or financial position of the combined entity for any future period or as of any date.

(c) Shell Company Transaction

See Items 9.01(a) and (b) of this Current Report on Form 8-K, which are incorporated herein by reference.





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(c) Exhibits {Legal will update





Exhibit
Number        Description
3.1             Certificate of Incorporation (1)
3.2             Bylaws (1)
4.1             Form of common stock certificate*
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.*
10.3            Warehouse Lease Contract, effective April 1, 2018, by and between
              Guangzhou JinPengLai Property Management Co., Ltd. and Guangzhou
              XiaoXiang Health Industry Co., Ltd.*
10.4            Supplementary Contract, by and between Guangzhou XiaoXiang Health
              Industry Co., Ltd. and Heilongjiang Hengyuan Food Co., Ltd.*
10.5            Supplementary Contract, by and between Guangzhou XiaoXiang Health
              Industry Co., Ltd. and Guangzhou JinTong Special Medical Food Co.
              Ltd.*
10.6            Director Retainer Agreement, dated July 7, 2020, by and between
              the Company and Yunsi Liu*
21              List of Subsidiaries.*




*Filed Herewith.

(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.

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