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):April ~~October 13~~15, ~~2010~~2011

CHINA VOICE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 000-53366 (Commission File Number) 16-1680725 (I.R.S. Employer Identification No.)


Nevada	000-53366	16-1680725
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

~~327~~4359 ~~Plaza~~Lindbergh ~~Real~~Drive, ~~Suite 319~~Addison, ~~Boca~~Texas ~~Raton, Florida 33432~~75001

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 394-2482

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 (see General Instruction A.2. below):

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 240.13e-4(c))

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Item 81.01. ~~Other~~Entry ~~Events~~Into a Material Definitive Agreement.

OnItem ~~September~~2.01. ~~28,~~Completion ~~2010, China Voice Holding Corporation (the “China Voice”) filed a Form 12b-25, Notification~~ of ~~Late~~Acquisition ~~Filing,~~or ~~reporting~~Disposition ~~that China Voice was unable to complete and file its Form 10-K Annual Report for the year ended June 30, 2010, within the time prescribed by the rules~~ of ~~the SEC~~Assets. ~~China Voice states in the Form 12b-25 that the delay was due to the inability to complete the audit of its financial statements for the year then ended.~~

~~China~~Item Voice will not be able to complete the audit of the June 30, 2010 financial statements in time to file the Form 10-K within the fifteen day extension period provided under Rule 12b-25 of the Securities Exchange Act of 19343. ~~The inability to complete the audit is due mainly to the unavailability of financial information from Flint Telecom Group, Inc~~02. ~~(“Flint”),~~Unregistered ~~the~~Sales ~~results~~ of ~~which~~Equity ~~are included in China Voice’s financial statements under the equity method~~Securities. In a Form 12b-25 filed by Flint on September 28, 2010, Flint reported that “the Registrant’s [Flint’s] Annual Report on Form 10-K for the year ended June 30, 2010 could not be filed within the prescribed time period because the Registrant, which has a small accounting staff, has devoted substantial time and effort to recent business matters affecting the Registrant, including the discontinuation and disposition of certain operations. As a result, the Registrant has not yet been able to finalize the Annual Report for the year ended June 30, 2010.”

~~China~~On ~~Voice~~April ~~intends~~15, to2011, ~~file~~Registrant ~~the~~entered ~~Form~~into ~~10-K~~a ~~when~~Stock itPurchase isAgreement ~~able~~(“Agreement”) to ~~obtain~~acquire all of the ~~necessary~~outstanding ~~financial~~stock ~~information~~of ~~from~~NTELEC ~~Flint~~Networks LLC (“NNL”), a U.S. VOIP Communications and ~~complete~~services ~~the~~company ~~work~~located ~~necessary~~in toDallas, ~~obtain~~Texas. The Agreement has an ~~audit~~effective date of October 1, 2010.

~~SIGNATURES~~Under the Agreement, Registrant will purchase NNL for a total consideration of 60,000,000 shares of Registrant’s common stock plus Registrant’s note payable for $500,000, secured by stock of NNL.

~~Pursuant~~Item to5.02. ~~the~~Departure ~~requirement~~ of ~~the~~Certain ~~Securities~~Officers ~~Exchange~~and ~~Act~~Directors; Election of ~~1934,~~Directors; ~~the~~Appointment ~~registrant~~of ~~has~~Principal ~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officers

~~CHINA~~As ~~VOICE~~the ~~HOLDING~~result ~~CORP~~of the Stock Purchase Agreement entered into on April 15, 2011, the Registrant has accepted the resignations of Bill Burbank, as Chief Executive Officer and Director, and D. Ronald Allen, as Chief Financial Officer. The resignations are effective as of close of business on April 15, 2011.

~~By:~~Pursuant ~~/s/~~to ~~Bill~~the ~~Burbank Bill~~Agreement, ~~Burbank~~Don Preston, ~~CEO~~the President of NNL, will become the Chief Executive Officer and a Director of the Registrant effective April 15, 2011. In addition, Tracy Hughes, CPA, MBA will become the Chief Financial Officer.

~~Dated:~~Item ~~October~~7.01. ~~13,~~Regulation ~~2010~~FD Disclosure.

2On April 21, 2011, Registrant issued a press release announcing the transactions described above. Such press release is contained in Exhibit 99.1 hereto, which is being furnished, and shall not be deemed to be “filed”, with the SEC. Such exhibit shall not be incorporated by reference into any filing of the Registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Item 9.01. Financial Exhibits, Pro Forma Financial Information and Exhibits.

Exhibit 2.1 – Stock Purchase Agreement

Exhibit 99.1 – Press Release

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SIGNATURES

Pursuant to the requirement 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 VOICE HOLDING CORP.

By:/s/ Don Preston

Don Preston, CEO

Dated: April 21, 2011

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