|
North
Carolina
|
56-2012361
|
|
|
(State
of other jurisdiction of incorporation or organization
|
(I.R.S.
Employer Identification No.)
|
|
58
Heng Shan Road, Kun Lun Shopping Mall
|
|
|
Harbin,
the People’s Republic of China
|
150090
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Large
accelerated filer o
|
Accelerated
filer o
|
|
Non-accelerated
filer o (Do not
check if a smaller reporting company)
|
Smaller
reporting company x
|
|
Title
of securities to be registered
|
Amount
to be registered (1)
|
Proposed
maximum offering price per share (2)
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
||||||||||||
|
Common
Stock, par value $0.001
|
1,000,000 | $ | 3.00 | $ | 3,000,000 | $ | 167.40 | |||||||||
|
(1)
|
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional shares of common stock of China Education Alliance, Inc., a
North Carolina corporation (the “Registrant” or the “Company”), which
become issuable by reason of any stock dividend, stock split,
recapitalization or other similar transaction which results in an increase
in the number of outstanding shares of the Registrant’s common
stock.
|
|
(2)
|
Estimated
in accordance with Rule 457(h) of the Securities Act solely for the
purpose of calculating the registration fee. The computation is based on
the average bid and asked price of the Registrant’s common stock as
reported on the Over-The-Counter Bulletin Board on June 17,
2009.
|
|
Exhibit
No.
|
Description
|
|
|
4.1
5.1
|
China
Education Alliance, Inc. 2009 Incentive Stock Option Plan.
Opinion
of Sichenzia Ross Friedman Ference LLP with respect to the legality of the
common stock registered hereby.
|
|
|
23.1
|
Consent
of Sichenzia Ross Friedman Ference LLP (contained in its opinion filed
herewith in Exhibit 5.1).
|
|
|
23.2
|
Consent
of Sherb & Co., LLP.
|
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
|
|
(iii)
|
to
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement.
|
|
CHINA
EDUCATION ALLIANCE, INC.
|
|||
|
|
By:
|
/s/
Xiqun Yu
|
|
| Xiqun Yu | |||
|
Chief
Executive Officer
|
|||
|
|
By:
|
/s/
Xiqun Yu
|
|
| Xiqun Yu | |||
|
Chief
Executive Officer and Director
|
|||
|
|
By:
|
/s/
James Hsu
|
|
| James Hsu | |||
|
Director
|
|||
|
|
By:
|
/s/
Ansheng Huang
|
|
| Liansheng Zhang | |||
|
Chief
Executive Officer and Director
|
|||
|
|
By:
|
/s/
Liansheng Zhang
|
|
| Lianzheng Zhang | |||
|
Director
|
|||
|
|
By:
|
/s/ Yizhao
Zhang
|
|
| Yizhao Zhang | |||
|
Director
|
|||