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 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

~~Change~~As previously announced on November 21, 2022, on November 15, 2022, Puhui Wealth Investment Management Co., Ltd. (the “Company” or “Puhui”) held its extraordinary general meeting of ~~Auditor~~shareholders, at which the Company’s shareholders approved a share consolidation (the “Share Consolidation”), pursuant to which every six (6) issued and unissued existing ordinary shares of US$0.001 par value each will be consolidated into one ordinary share of a par value of US$0.006 each and every six (6) issued and unissued preferred shares of US$0.001 par value each will be consolidated into one preferred share of a par value of US$0.006 each. All fractional shares will be rounded up to the next whole number.

~~Puhui~~The ~~Wealth~~Share ~~Investment~~Consolidation ~~Management~~will ~~Co.,~~become ~~Ltd.~~effective ~~(“Puhui” or~~on ~~“the~~December ~~“Company”) was notified by Friedman LLP (“Friedman”)~~13, ~~the Company’s then independent~~2022 ~~registered~~and ~~public~~will ~~accounting~~be ~~firm,~~reflected ~~that~~with ~~effective~~The ~~September~~Nasdaq 1,Stock ~~2022,~~Market ~~Friedman~~LLC ~~combined with Marcum LLP~~ (“~~Marcum~~Nasdaq”) and ~~continued~~ toin ~~operate~~the asmarketplace anat ~~independent~~the ~~registered~~open ~~public~~of ~~accounting~~business ~~firm.~~on ~~On November 29~~December 14, 2022, whereupon the ~~audit~~ordinary ~~committee~~shares ofbegin ~~the~~trading ~~board~~on ofa ~~directors of~~share ~~the~~consolidation-adjusted ~~Company~~basis. ~~approved~~In ~~the~~connection ~~dismissal~~with ofthe ~~Friedman~~Share ~~and~~ Consolidation, the ~~engagement~~Company’s ofordinary ~~Marcum~~shares ~~Asia~~continue ~~CPAs LLP (“Marcum Asia”)~~ to ~~serve as~~trade ~~the~~on ~~independent~~Nasdaq ~~registered~~Capital ~~public~~Market ~~accounting~~under ~~firm of~~ the ~~Company.~~symbol ~~The~~“PHCF” but ~~services~~trade ~~previously~~under ~~provided~~a bynew ~~Friedman~~CUSIP ~~will~~Number, ~~now~~G7306H ~~be provided by Marcum Asia~~119.

~~Friedman’s~~The ~~reports~~Share onConsolidation ~~the~~was ~~Company’s financial~~reflected ~~statements~~in ~~for~~ the ~~fiscal~~second ~~years~~amended ~~ended~~and ~~June~~restated memorandum ~~30, 2021~~ and ~~2020~~articles ~~did~~of ~~not~~association ~~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~~(the ~~most recent~~“Second ~~fiscal~~Amended ~~years~~ and ~~through~~Restated ~~November~~M&A”) ~~29,~~which ~~2022,~~was ~~there~~filed ~~have been no disagreements~~ with ~~Friedman~~the General onRegistry ~~any matter~~ of ~~accounting~~Cayman ~~principles or~~Islands ~~practices,~~on ~~financial~~November ~~statement disclosure~~23, or2022. ~~auditing~~A ~~scope~~copy orof ~~procedure, which disagreements, if not resolved to Friedman’s satisfaction, would have caused Friedman to make reference to~~ the ~~subject~~Second ~~matter~~Amended ofand ~~the~~Restated ~~disagreement~~M&A inis ~~connection~~attached ~~with~~hereto ~~its~~as ~~reports on~~Exhibit ~~the~~3.1 ~~Company’s~~and ~~financial~~incorporated ~~statements~~herein ~~for~~by ~~such periods~~reference.

~~For~~On ~~the~~December ~~fiscal years ended June 30~~9, ~~2021 and 2020 and through November 29,~~ 2022, ~~except for~~ the ~~material~~Company ~~weakness~~issued ina ~~internal~~press ~~control~~release ~~reported~~announcing the byforegoing ~~management~~matters. inA ~~Item~~copy 15 of the ~~Company’s~~ ~~Form~~press ~~20-F~~release is filed ~~with~~as ~~the~~Exhibit U99.S.1 ~~Securities~~to ~~and~~this ~~Exchange~~Report ~~Commission (the “Commission”)~~ on ~~October~~Form ~~29,~~6-K ~~2021, there~~and ~~were no other “reportable events” as that term~~ is ~~described~~incorporated inherein ~~Item~~by ~~304(a)(1)(v) of Regulation S-K~~reference.

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: December 2, 2022	By:	/s/ Zhe Ji
Date: December 9, 2022	By:	/s/ Zhe Ji
		Zhe Ji
		Chief Executive Officer and Chairman of the Board

EXHIBIT INDEX

Exhibit Number		Description
16.1		Letter of Friedman LLP to the U.S. Securities and Exchange Commission dated December 2, 2022
3.1		Second Amended and Restated Memorandum and Articles of Association of Puhui Wealth Investment Management Co., Ltd.
99.1		Press Release dated December 9, 2022

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