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
January 4, 2007
---------------------------------
Date of Report
(Date of Earliest Event Reported)
China Education Alliance, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 333-101167 56-2012361
--------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
80 Heng Shan Road, Kun Lun Shopping Mall
Harbin, The People's Republic of China F4 150090
----------------------------------------
(Address of principal executive offices)
011-86451-8233-5794
----------------------------------------------------
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------------------
(Former name or former address, if changed since last report)
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:
|_| 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))
Item 4.01 Change in Registrant's Certifying Accountant
e-Fang Accountancy Corp., & CPA, the previous independent registered
public accounting firm of China Education Alliance, Inc. (the "Company") for the
fiscal years ended prior to December 31, 2006, was terminated on January 4,
2007, from further audit services to the Company.
During the fiscal year ended December 31, 2005, the financial
statements of the Company did not contain any adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to any uncertainty, audit scope,
or accounting principles.
For the two fiscal years ended December 31, 2005, and the
subsequent interim periods, there were no disagreements between the Company and
e-Fang Accountancy Corp., & CPA on any matter of accounting principles or
practice, financial statement disclosure, or auditing scope or practices which
if not resolved to the satisfaction of e-Fang Accountancy Corp., & CPA would
have caused e-Fang Accountancy Corp., & CPA to make reference to the subject
matter of the disagreement in connection with its reports.
On January 4, 2007, the Company executed an engagement letter with
Murrell, Hall, McIntosh & Co., PLLP, located at 2601 N.W. Expressway, Suite 700
East, Oklahome City, Oklahoma 73112, to audit the consolidated financial
statements of the Company for its fiscal year ended December 31, 2006, and the
related statements of income, stockholders' equity, and cash flows for the year
then ended. The Board of Directors approved the appointment of Murrell, Hall,
McIntosh & Co., PLLP, effective January 4, 2007. During the two most recent
fiscal years or any subsequent interim period, the new independent registered
public accounting firm had not previously been engaged as either the principal
accountant of the Company to audit its financial statements or of any
significant subsidiary, nor has the Company consulted with the firm regarding
any accounting issue, auditing or financial reporting issue regarding such
financial statements or any reportable event prior to December 31, 2006.
Section 9. Financial Statements and Exhibits
(a) Financial Statements
None
(b) Exhibits
16 Accountant's letter from e-Fang Accountancy Corp., & CPA
regarding change in registered pubic accounting firm.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 8-K current report to be signed on its
behalf by the undersigned hereunto duly authorized.
January 10, 2007 China Education Alliance, Inc.
By: /s/ Xi Qun Yu
----------------------------------
Xi Qun Yu
Chief Executive Officer