UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~June 7~~: September 28, ~~2021~~2022

~~DONGFANG CITY~~DongFang ~~HOLDING~~City ~~GROUP~~Holding ~~COMPANY~~Group ~~LTD~~Company Limited

(Exact name of registrant as specified in its charter)
Delaware	000-56120	84-3505117
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

Level 15, Tower 2, Etiqa Twins Tower, No. 11, Jalan Pinang, Kuala Lumpur	50450
Delaware	000-56120	84-3505117
(Address of principal executive offices)	(Zip Code)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Level 15, Tower 2, Etiqa Twins Tower, No. 11, Jalan Pinang, Kuala Lumpur, Malaysia		50450
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code +60122886060

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

~~Item~~☐ ~~1.01~~Soliciting ~~Entry~~material ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14a-12 ~~Agreement~~under the Exchange Act (17 CFR 240.14a-12)

On☐ ~~June~~Pre-commencement 7,communications 2021, Zhenggui Wang and Ling Cheng (the “Sellers”) entered into a Stock Purchase Agreement (the “Agreement”) with Wei Li ( (the “Buyer” or “Purchaser”). Pursuant to the Agreement, Zhenggui Wang (“Wang”) sold to the Buyer, and the Buyer agreed to purchase from Wang, 90,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of Dongfang City Holding Group Company Limited. (the “Company”), constituting approximately 90% of the issued and outstanding Common Stock, for an aggregate purchase price of $9.00. Further pursuant to ~~the~~Rule ~~Agreement, Ling Cheng~~ 14d-2(~~“Cheng”~~b) ~~sold~~ tounder the ~~Buyer,~~Exchange ~~and~~Act ~~the Buyer agreed to purchase from Cheng, 10,000 shares of common stock, par value $0.0001 per share~~ (~~the~~17 ~~“Common Stock”)~~CFR ~~of the Company, constituting approximately 10% of the issued and outstanding Common Stock, for an aggregate purchase price of $1~~240.~~00. The closing of the transactions~~ 14d-2(~~the “Closing”~~b) ~~contemplated by the Agreement occurred and consummated on June 7, 2021.~~)

~~Item~~☐ ~~5.01~~Pre-commencement ~~Changes~~communications inpursuant ~~Control~~to ofRule ~~Registrant~~13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

~~Immediately~~Securities ~~prior~~registered pursuant to ~~the~~Section ~~Closing,~~12(b) ~~the Wang owned 90,000 and Cheng owned 10,000 shares~~ of ~~common stock of~~ the Company, or approximately 100%, of the issued and outstanding shares of Common Stock and Wang served as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Sole Director. In connection with the Closing, Wang resigned from the executive officers and sole director positions he held with the Company, and the Company appointed Wei Li as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Chairman of the Board and Sole Director effective on June 7, 2021. Upon the Closing, the Buyers owned 100% of the issued and outstanding Common Stock of the Company. Act:

~~Item~~Title ~~5.02 Departure~~ of ~~Directors~~each orclass ~~Principal~~Trading ~~Officers;~~Symbol(s) ~~Election~~Name of ~~Directors;~~each ~~Appointment~~exchange ofon ~~Principal~~which ~~Officers;~~registered ~~Compensatory~~Not ~~Arrangements~~applicable ofNot ~~Certain~~applicable ~~Officers~~Not applicable

~~The~~Indicate ~~disclosure~~by ~~set~~check ~~forth~~mark ~~in Item~~whether ~~5.01~~the ofregistrant is ~~this~~an ~~Current~~emerging ~~Report~~growth oncompany ~~Form~~as ~~8-K~~defined isin ~~incorporated~~Rule ~~herein~~405 byof ~~reference. The~~the ~~written~~Securities ~~resignation~~Act ~~letter~~ of Mr1933 (§230.405 ~~Zhenggui Wang~~of isthis ~~filed~~chapter) asor ~~Exhibits~~Rule ~~17.1,~~12b-2 toof ~~this~~the Securities ~~Current~~Exchange ~~Report~~Act onof ~~Form~~1934 8(§240.12b-K2 ~~and~~of ~~are~~this ~~incorporated herein by reference~~chapter).

~~Prior to~~Emerging ~~the~~growth ~~date~~company of the Closing, our Board of Directors consisted of a sole director, Mr. Zhenggui Wang. Mr. Wang has submitted a letter of resignation and Dato Dr. Wei Li has been appointed to our Board of Directors as of Closing. In addition, effective on the date of the Closing, Mr. Wang resigned from his officer positions with the Company and we appointed Mr. Li as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Chairman of the Board and Sole Director of the Company effective as of Closing.☒

~~Executive officers~~If ~~are~~an ~~elected~~emerging ~~annually~~growth company, indicate by ~~our~~check mark ~~Board~~if ofthe ~~Directors.~~registrant ~~Each~~has ~~executive~~elected ~~officer~~not ~~holds~~to ~~his~~use ~~office~~the ~~until~~extended hetransition ~~resigns,~~period isfor ~~removed~~complying bywith ~~the~~any ~~Board,~~ new or ~~his~~revised ~~successor~~financial isaccounting standards ~~elected~~provided ~~and~~pursuant ~~qualified~~to Section 13(a) of the Exchange Act. ☐

~~Dato~~Item Dr4.01 LiChange ~~Wei DIMP, age 54, served as president of DongFangCity Holding Group Bhd, a world-class eastern culture tourism-based development company~~ in Malaysia from 2017 until now. He also served as the President of Malaysia Shandong Community from 2013 until now and served as the President of Malaysia Chinese Commerce International Association from 2015 until now. He has led large international conglomerates and made outstanding contributions to the Malaysian business community. He has been actively expanding his business interest in the overseas market for more than 10 years has helped Chinese enterprises to form friendly and prosperous bilateral cooperation with Malaysia and expand Chinese business into Malaysian market. In 2004, DatoRegistrant’s ~~Dr.~~Certifying ~~Li Wei was awarded the honor of Dato’ from The Sultan of Pahang and became the first China National to be titled Dato’ in Malaysia because of his numerous contributions to Malaysia~~Accountant. Mr. Li graduated from Fudan University, Shanghai in 1994 with a major in business administration. He received an MBA from Shanghai Tongji University in 1997 and received a PhD in business administration from European University of Ireland in 2004.

~~Item~~On 9September 28, 2022, the sole director of DongFang City Holding Group Company Limited, a Delaware corporation (the “Company”), approved the engagement of YCM CPA Inc.01 ~~Financial~~(“YCM”) ~~Statements~~as the Company’s independent registered public accounting firm for the Company’s fiscal year ended October 31, 2021 and ~~Exhibits~~2022, and dismissed Jack Shama, CPA (“Jack Shama”) as the Company’s independent registered public accounting firm, effective immediately.

During the fiscal years ended October 31, 2020 and 2021 and through the date of this Form 8-K, there were no: (d1) ~~Exhibits~~ disagreements with Jack Shama on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K.

Exhibit No.		Description
17.1		Written resignation letter of Zhengui Wang *

The audit reports of Jack Shama on the consolidated financial statements of the Company as of and for the years ended October 31, 2020 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

*Before ~~Filed~~filing ~~herewith~~this Current Report on Form 8-K with the SEC, the Company provided Jack Shama with a copy of the disclosures contained in this Item 4.01(a). The Company has requested that Jack Shama issue a letter, addressed to the SEC, stating whether or not Jack Shama agrees with the statements contained in this Item 4.01(a).

SIGNATURE

Pursuant to the requirements 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 hereunto duly authorized.

	DONGFANG CITY HOLDING GROUP COMPANY LTD
Date: June 7, 2021	By:	/s/ Wei Li
		Name: Wei Li
		Title: Chief Executive Officer

Dated: October 11, 2022

3DongFang City Holding Group Company Limited By: /s/ Wei Li Chief Executive Officer, Chief Financial Officer

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