U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

(Mark One)

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to                        

Commission File Number 000-53840

CHINA FOOD AND BEVERAGE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Securities registered under Section 12(b) of the Exchange Act:

None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

(Title of Class)

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]  No [X]

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [  ]

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [  ]

Check whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [  ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [X] No  

As of December 31, 2009, there were no non-affiliate holders of common stock of the Company.

APPLICABLE ONLY TO CORPORATE REGISTRANTS

As of May 7, 2010, there were 5,000,000 shares of common stock, par value $.0001, outstanding.

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EXPLANATORY NOTE

This amendment on Form 10-K/A (Amendment No. 1) amends our annual report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission on March 31, 2010, and is being filed to amend Item 9A, Item 10 and Item 13 of the report in order to (1) clarify management’s conclusion with respect to the effectiveness of its disclosure controls and procedures, (ii) revise the biographical information of our sole officer and director and (iii) to provide additional information as requested pursuant to certain comments received by China Food and Beverage Acquisition Corp. (the “Company”) from the Staff of the Securities and Exchange Commission. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company has set forth the text of Item 9A, Item 10 and Item 13, as amended, in its entirety.

Item 9A.  Controls and Procedures.  

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s sole officer and director, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report.  Based on that evaluation, the Company’s management concluded that the Company’s disclosure controls and procedures were effective.

Evaluation of Internal Controls and Procedures

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting – Guidance for Smaller Public Companies.  Based on our assessment of those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2009.

This annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There have been no significant changes to the Company’s internal control over financial reporting that occurred during our last fiscal quarter ended December 31, 2009, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.  

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PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

(a)  Identification of Directors and Executive Officers.  The following table sets forth certain information regarding the Company’s sole director and executive officer:

Chen Yi Quan, our President, Secretary and Director since inception (August 14, 2009), has served as the Director of Operational Management for GuangDong Guo Sun Telecommunication Co. Ltd., one of the largest cell phone and digital product retailers in Guangzhou, China, since June of 2005, where he is responsible for developing the company’s business plans and strategic goals. Mr. Chen has held various other positions with GuangDong Guo Sun Telecommunication Co. Ltd., since 1998, including Manager of Sales where he was responsible for managing chain stores, training salesmen and arranging sales targets; Manager of Product Purchases where he was responsible for making purchase plans according to production plans and negotiating with suppliers; General Manager Assistant and Deputy Manager where he was responsible for assisting the General Manager in the development of the company’s business plans and strategic goals. Mr. Chen’s experience as a director and business executive in operational management with Chinese companies will assist the Company in its review and examination of potential acquisitions, particularly with any potential acquisitions located in China. Mr. Chen received a bachelor’s degree in Marketing from Guangdong University of Business Studies in 1995. He is currently enrolled in the EMBA program at Zhongshan University.

(b)  Significant Employees.  

As of the date hereof, the Company has no significant employees.

(c)  Family Relationships.  

There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.

(d)   Involvement in Certain Legal Proceedings.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2009 and written representations that no other reports were required, the Company believes that no persons who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of Common Stock failed to comply with all Section 16(a) filing requirements during such fiscal year.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our officers and directors serve in these capacities.

Nominating Committee

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

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Audit Committee

The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.  The Company intends to continue to search for a qualified individual for hire.

Item 13. Certain Relationships and Related Transactions.

Certain Relationships and Related Transactions

On October 14, 2009, the Company offered and sold an aggregate of 5,000,000 shares of Common Stock to Trade Prosper Limited, an entity formed in the Cayman Islands, for an aggregate purchase price equal to $25,000.  The shares owned by Trade Prosper Limited represent all of the issued and outstanding shares of the capital stock of the Company.  Mr. Chen, our sole officer and director since inception, is also a principal of Trade Prosper Limited and may be deemed to beneficially own the shares of Common Stock held of record by Trade Prosper Limited.

As of the date of the filing of this Amendment No. 1, fees and expenses totaling approximately $26,000 related to the formation of the Company and the professional fees and expenses associated with the preparation and filing of the Company’s Exchange Act filings, including the Original Registration Statement and this Amendment No. 1, have been advanced to the Company by Guangdong Wealth Guarantee Co, LTD. (“Guangdong Wealth”) and Guangdong Small and Medium Sized Enterprise Financial Promotion Association (“Guangdong SME”) a government sponsored not-for-profit organization. Each of Guangdong Wealth and Guangdong SME seek to assist small and medium sized businesses in China to go public. Guangdong Wealth is a member of Guangdong SME. As of December 31, 2009 Guangdong Wealth and Guangdong SME had advanced $5,000 and $11,241, respectively. As of March 31, 2009, Gaungdong Wealth and Gaungdong SME have advanced an aggregate of $12,412 and $12,173 respectively for the payment of fees and expenses incurred by the Company. The Company has verbally agreed to repay Guangdong Wealth for the fees and expenses that have been advanced on behalf of the Company; however, there is no written agreement in effect. As a result, each of Guangdong Wealth and Guangdong SME, which participated in the founding and organizing of the Company, may be deemed to be a promoter of the Company.

Guangdong Wealth and Guangdong SME may also be deemed to be promoters of the following blank check companies:

Director Independence

Our Common Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent therefore the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Under such definition our sole officer and director would not be considered an independent director.

Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.

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Part IV

Item 15. Exhibits, Financial Statement Schedules

(a)   The audited financial statements included in Item 8 of the annual report on Form 10-K as filed on March 31, 2010 are incorporated herein by reference.

(b) Index to Exhibits required by Item 601 of Regulation S-K.

*

Filed as an exhibit to the Company's registration statement on Form 10, as filed with the Securities and Exchange Commission on November 25, 2009 and incorporated herein by this reference.

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SIGNATURES

In accordance with Section 13 or 15(d) 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.

CHINA FOOD AND BEVERAGE ACQUISITION CORP.

Date: May 7, 2010

By: /s/ Chen Yi Quan                      

Chen Yi Quan

President and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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