UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

______________

FORM 8-K

~~______________~~CURRENT REPORT

~~CURRENT~~Pursuant ~~REPORT~~to ~~PURSUANT~~Section 13 or 15(d) of the Securities Exchange Act of 1934

TODate ~~SECTION~~of 13Report ~~OR 15~~(dDate of earliest event reported): OFMarch ~~THE~~23, 2011 (March 17, 2011)

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 25, 2010 (February 22, 2010)

China Food and Beverage Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	000-53840	42-1769315
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~I.R.S.~~IRS Employer Identification No.)

27th Floor, Profit Plaza No.76 West HuangPu Road Guangzhou, PRC	510000
9 Division Street, Apt. 201 New York, NY	10002
(Address of principal executive offices)	(Zip Code)

~~+86~~(646) 717-~~203-847-0450~~8963 (Registrant’s telephone number, including area code) None (Former name or former address since last report)

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code)~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~None~~[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former~~[ ] ~~name~~Soliciting ofmaterial ~~former~~pursuant ~~address~~to ~~since~~Rule ~~last~~14a-12 ~~report~~under the Exchange Act (17 CFR 240.14a -12)

~~Check~~[ ] ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.2.14d ~~below~~-2(b):)

[_ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~Written~~Item ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~4.~~425)~~01

~~[_]~~Change in Registrant’s Certifying Accountant.

~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ (~~17CFR 240.14a-12~~1)

~~[_]~~(i)

~~Pre-commencement~~On ~~communications~~March ~~pursuant~~17, to2011, ~~Rule~~China ~~14d-2(b)~~Food ~~under~~and ~~the~~Beverage ~~Exchange~~Acquisition ~~Act~~Corp. (17the ~~CFR~~“Company”) ~~240.14d-2~~dismissed Friedman LLP (b“Friedman”)) as its independent certified public accountant.

~~[_]~~(ii)

~~Pre-commencement~~Since ~~communications~~August ~~pursuant~~14, to2009 ~~Rule 13e-4~~(cinception) ~~under~~through December 31, 2010, and the ~~Exchange~~interim ~~Act~~period ~~(17~~preceding ~~CFR~~the ~~240~~dismissal of Friedman, Friedman’s report on the financial statements contained no adverse opinion or disclaimer of opinion, nor was it modified as to audit scope or accounting principles.~~13e-4(c))~~ Friedman’s report contained an explanatory paragraph describing going concern contingencies.

~~Item 4.01. Change in Registrant’s Certifying Accountant.~~(iii)

~~(1)~~The dismissal was authorized and approved by the Board of Directors of the Company.

(iiv) On February 22, 2010, China Food and Beverage Acquisition Corp. (the “Company”) dismissed Beijing Trust Certified Public Accountants, Co., Ltd. (“Trust CPA”) as its independent certifying public accountant.

~~(ii)~~ Since August 14, 2009 (inception) through December 31, ~~2009~~2010, and the interim period preceding the dismissal of ~~Trust CPA~~Friedman, ~~Trust~~there ~~CPA’s~~were ~~report~~no disagreements with Friedman on ~~the~~any matters of accounting principles or practices, financial ~~statements~~statement ~~contained~~disclosure noor ~~adverse~~auditing ~~opinion~~scope or ~~disclaimer~~procedure, ofwhich ~~opinion~~disagreement, ~~nor~~if ~~was~~not itresolved ~~modified~~to asthe satisfaction of Friedman, would have caused Friedman to ~~audit~~make ~~scope~~reference orto ~~accounting~~the ~~principles.~~subject ~~Trust~~of ~~CPA’s~~that ~~report~~disagreement ~~contained~~in anits ~~explanatory~~reports ~~paragraph~~on ~~describing~~the ~~going~~Company’s ~~concern~~financial ~~contingencies~~statements.

~~(iii)~~ The ~~dismissal~~Company ~~was~~requested ~~authorized~~that Friedman furnish it with a letter addressed to the United States Securities and ~~approved~~Exchange byCommission (the ~~Board~~“SEC”) ofstating ~~Directors~~whether ofor not it agrees with the Company’s statements in this Item 4.01. A copy of the letter furnished by Friedman in response to this request, dated March 23, 2011, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(iv2) ~~Since~~ On ~~August~~March 1417, ~~2009~~2011, the Company engaged Paritz & Company, P.A. (~~inception~~“Paritz”) ~~through~~as ~~December~~its ~~31,~~new ~~2009,~~independent certifying public accountant. The engagement of Paritz was approved by the Company’s board of directors. During the two most recent fiscal years and the interim period preceding the ~~dismissal~~engagement of ~~Trust CPA~~Paritz, ~~there~~the ~~were~~Company nohas ~~disagreements~~not consulted with ~~Trust~~Paritz ~~CPA~~regarding oneither: ~~any~~(i) ~~matters~~the application of accounting principles, or(ii) ~~practices,~~the ~~financial~~type ~~statement~~of ~~disclosure~~audit oropinion ~~auditing~~that ~~scope~~might orbe ~~procedure,~~rendered ~~which~~by ~~disagreement,~~Paritz ifor ~~not~~(iii) ~~resolved~~any toother matter that was the ~~satisfaction~~subject of ~~Trust~~disagreement ~~CPA,~~between ~~would~~the ~~have~~Company ~~caused~~and ~~Trust~~its ~~CPA~~former toauditor ~~make~~as ~~reference~~described toin ~~the~~Item ~~subject~~304(a)(1)(iv) ofor ~~that~~a ~~disagreement~~reportable inevent ~~its~~as ~~reports~~described onin ~~the~~Item ~~Company’s~~304(a)(1)(v) ~~financial~~of ~~statements.~~Regulation S-K.

~~The~~Although the Company’s ~~requested~~principal ~~that~~office ~~Trust~~is ~~CPA~~in ~~furnish~~the itPeople’s ~~with~~Republic aof ~~letter~~China ~~addressed~~(“China”), the Company does not intend to hire another auditor to audit any operations in China because the ~~United~~Company ~~States~~has ~~Securities~~no assets and ~~Exchange~~no ~~Commission~~operations. ~~(the~~The Company qualifies as a “~~SEC~~shell company”) ~~stating~~as ~~whether~~defined orby ~~not~~SEC itRule ~~agrees~~12b-2 ~~with~~under the ~~Company’s~~Securities ~~statements~~Exchange inAct ~~this~~of ~~Item~~1934, 4and its business purpose is to pursue a business combination.~~01. A~~ ~~copy~~Since ofinception, the ~~letter~~Company ~~furnished~~has bycompleted ~~Trust~~minimal ~~CPA~~transactions insolely ~~response~~related to ~~this~~the ~~request,~~organization ~~dated~~of ~~February~~the 25Company, ~~2010~~obtaining initial financing, isfiling ~~filed~~the asCompany’s ~~Exhibit~~Registration 16Statement on Form 10 and filing the Company’s periodic reports.1 toWe ~~this~~expect ~~Current~~that ~~Report~~our onU.S. ~~Form~~auditor ~~8-K~~will perform all required audit procedures within the United States.

~~(2)~~Item 9.01 Financial Statements and Exhibits.

~~On February 22, 2010, the Company engaged Friedman LLP~~ (~~“Friedman”~~d) ~~as its new independent certifying public accountant.~~ ~~During the two most recent fiscal years and the interim period preceding the engagement of Friedman, the Company has not consulted with Friedman regarding either~~Exhibits: The ~~(i)~~following ~~the~~exhibits ~~application~~are offiled ~~accounting principles, (ii) the type of audit opinion that might be rendered by Friedman or (iii) any other matter that was the subject of disagreement between the Company and its former auditor~~ as ~~described~~part ~~in Item 304(a)(1)(iv)~~ of ~~Regulation~~this ~~S-K.~~report:

~~Item 9.01.~~Exhibit

~~Financial Statements and Exhibits.~~ Number

~~(d) Exhibits: The following exhibits are filed as part of this report:~~Description

ExhibitNumber	Description
*3.1	Certificate of Incorporation
*3.2	Bylaws
16.1	Letter to SEC from Trust CPA, dated February 25, 2010

------------

* FILED AS AN EXHIBIT TO THE COMPANY’S GENERAL FORM FOR REGISTRATION OF SECURITIES ON FORM 10, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 2009 AND INCORPORATED HEREIN BY THIS REFERENCE.---------------

~~SIGNATURES~~ 16.1

~~Pursuant~~Letter to ~~the~~SEC ~~requirements~~from ofFriedman, ~~the~~dated ~~Securities~~March ~~Exchange Act of 1934~~23, ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2011

~~CHINA FOOD AND BEVERAGE ACQUISITION CORP.~~2

~~Dated: February 25, 2010~~SIGNATURES

~~By:~~Pursuant ~~/s/~~to ~~Chen~~the Yirequirements ~~Quan~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHINA ~~Chen~~FOOD YiAND ~~Quan~~BEVERAGE ACQUISITION CORP.

Date: ~~President~~March ~~and~~23, ~~Director~~2011

By: /s/ Chen Yi Quan

Chen Yi Quan

President and Director

Exhibit 16.1

[chinafoodandbeverageacqui002.gif]

March 23, 2011

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

File Number 000-53840

Dear Sirs/Madams:

We have read Item 4.01 of China Food & Beverage Acquisition Corp. Form 8-K dated March 23, 2011 and we agree with the statements made concerning our firm.

Sincerely,

/s/Friedman LLP

FLLP:sm

EW-2011:03:03:SEC:Ltr:China Education Acquisition Corp.

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