UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~November~~December 2022

Commission File Number 001-38765

PUHUI WEALTH INVESTMENT MANAGEMENT CO., LTD.

(Translation of registrant’s name into English)

Room 603, 6^th Floor, Dingxin Building
27 Guangqumen Nei Street, Dongcheng District
Beijing, People’s Republic of China, 100062

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

OnChange ~~November 22, 2022, Puhui Wealth Investment Management Co., Ltd. (“Puhui” or “the “Company”) received a determination letter (the “Letter”) from the Hearings Panel (“Panel”)~~ of The Nasdaq Stock Market LLC (“Nasdaq”) granting the request of the Company to continue its listing on Nasdaq pursuant to an exception to the continued listing requirements, subject to the following conditions: (1) on or before December 30, 2022, the Company will demonstrate compliance with Listing Rule 5550(a)(2), and (2) on or before February 15, 2023, the Company will have filed a Form 20-F for the fiscal year ended June 30, 2022, with U.S. Securities and Exchange Commission (“SEC”). Any failure to meet the final deadlines established in this determination may result in an immediate delisting of the Company. It is a requirement during the exception period that the Company provide prompt notification of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements. This includes, but is not limited to, any event that may call into question the Company’s ability to meet the terms of the exception granted.Auditor

~~The~~Puhui ~~Panel’s~~Wealth ~~above~~Investment ~~determination~~Management isCo., ~~based on~~Ltd. (1)“Puhui” or ~~certain~~“the ~~serious~~“Company”) ~~difficulties,~~was ~~exhibited~~notified by Friedman LLP (“Friedman”), the Company’s ~~during~~then ~~the~~independent registered ~~hearing~~public ~~before~~accounting ~~the~~firm, ~~Panel~~that oneffective ~~November~~September 171, 2022, inFriedman ~~meeting~~combined ~~the requirements~~with ofMarcum aLLP ~~U.S.~~(“Marcum”) ~~listed~~and continued ~~Company,~~to ~~including~~operate ~~but~~as ~~not~~an ~~limited~~independent toregistered ~~the~~public ~~lacking of~~ accounting ~~or audit personnel with sufficient experience with or familiarity with U~~firm.S. ~~and~~On ~~Chinese~~November ~~accounting~~29, ~~rules~~2022, ~~and~~ the ~~filing~~audit ~~requirements~~committee of ~~Nasdaq due to~~ the ~~resignation~~board of ~~the prior CFO,~~directors ~~and~~of the ~~difficulties~~Company ofapproved ~~identifying~~the adismissal ~~competent CFO as a result~~ of ~~restrictions~~Friedman ~~currently in place in China due to the ongoing COVID-19 pandemic;~~ and ~~(2)~~ the ~~work~~engagement ~~that~~of ~~has~~Marcum ~~been~~Asia ~~undertaken~~CPAs byLLP ~~the~~(“Marcum ~~Company~~Asia”) to ~~cure~~serve as the ~~deficiencies,~~independent ~~including~~registered ~~but~~public ~~not~~accounting ~~limited~~firm ~~to obtaining the approval by the shareholders~~ of the Company. ofThe ~~the~~services ~~share~~previously ~~consolidation~~provided ~~through~~by ~~holding~~Friedman anwill ~~extraordinary~~now ~~general~~be ~~meeting on November 15,~~provided ~~2022, and working with its auditors to complete the financial statements with an anticipation to file Form 20-F for the fiscal year ended June 30, 2022~~ by ~~February~~Marcum ~~15, 2023~~Asia.

OnFriedman’s reports on the Company’s financial statements for the fiscal years ended June 30, 2021 and 2020 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. Furthermore, during the Company’s two most recent fiscal years and through November 29, 2022, ~~the~~there ~~Company~~have ~~issued~~been ano ~~press release~~disagreements ~~announcing~~with ~~its~~Friedman ~~receipt~~on any matter of ~~the~~accounting ~~Letter.~~principles or Apractices, ~~copy~~financial ofstatement ~~the~~disclosure, ~~press~~or ~~release~~auditing isscope ~~filed~~or asprocedure, ~~Exhibit~~which ~~99.1~~disagreements, if not resolved to ~~this~~Friedman’s satisfaction, ~~Report~~would onhave ~~Form~~caused ~~6-K~~Friedman ~~and~~to ismake ~~incorporated~~reference to the subject matter of the disagreement in connection with its reports on ~~herein~~the byCompany’s ~~reference~~financial statements for such periods.

For the fiscal years ended June 30, 2021 and 2020 and through November 29, 2022, except for the material weakness in internal control reported by management in Item 15 of the Company’s Form 20-F filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 29, 2021, there were no other “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Friedman with a copy of the above disclosure and requested that Friedman furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the above statement. A copy of Friedman’s letter is filed as Exhibit 16.1 to this Form 6-K.

During the Company’s two most recent fiscal years and through November 29, 2022, neither the Company nor anyone acting on the Company’s behalf consulted Marcum Asia with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Puhui Wealth Investment Management Co., Ltd.
	(Registrant)
Date: November 29, 2022	By:	/s/ Zhe Ji
Date: December 2, 2022	By:	/s/ Zhe Ji
		Zhe Ji
		Chief Executive Officer and Chairman of the Board

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release entitled “Puhui Wealth Investment Management Co., Ltd. Announces Receipt of Nasdaq Hearings Panel’s Determination Notification”
16.1		Letter of Friedman LLP to the U.S. Securities and Exchange Commission dated December 2, 2022

Filing Compare · Puhui Wealth Investment Management Co., Ltd.