UNITED STATES

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):

~~January~~February 1516, ~~2008~~2011

WINLAND ONLINE SHIPPING HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Texas		333-142908		20-5933927
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~305~~ ~~Zhongshan~~Rm ~~Road~~703, 7/F, ~~Shahekou~~Bonham ~~District~~Trade Centre, ~~Dalian~~50 Bonham Strand, ~~The People’s~~Sheung ~~Republic~~Wan, ofHong Kong, China ~~116021~~

(Address of principal executive offices)

Registrant’s telephone number, including area code: 8600852-~~411-39660000~~28549088

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

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

Item 51.0501 Entry ~~Amendments~~into ~~to the Registrant’s Code of Ethics, or Waiver of~~ a ~~Provision~~Material ~~of the~~Definitive ~~Code of Ethics.~~Agreement

On ~~January~~March 1531, ~~2009~~2008, ~~the~~Wallis ~~Board of~~Development ~~Directors~~Limited (~~the~~ “~~Board~~Wallis Development”), ofa ~~Winland~~Hong Kong company and a wholly-owned subsidiary of Winland Online Shipping Holdings Corporation, a Texas corporation (the “Registrant”) and ~~rescinded~~together ~~its~~with ~~Financial~~the ~~Code~~Registrant’s ofsubsidiaries, ~~Ethics~~the ~~which~~“Company”) ~~had~~and ~~been~~Wallis Development’s ~~adopted~~wholly-owned bysubsidiary ~~the~~Beijing ~~Board~~Huate ~~and filed~~Xingye asTechnology ~~Exhibit~~Co., 14Ltd.1, a tocompany organized under the ~~Registrant~~laws of the People’s ~~Annual~~Republic ~~Report~~of onChina ~~Form~~(the ~~10-K~~“PRC”) ~~with~~for the purpose ~~U.S.~~of ~~Securities~~producing IT software, developing new products and ~~Exchange~~adopting ~~Commission~~advanced onand applicable ~~March~~technology ~~28,~~and ~~2008.~~scientific ~~Also~~management onmethods ~~January~~(“Beijing 15Huate”) entered into a series of Exclusive Technical Consulting and Service Agreements, ~~2009~~(collectively, together with all related transaction documents executed in connection therewith, the ~~Board~~“Service ~~adopted~~Agreements”) whereby Beijing Huate controlled (a) ~~new~~Dalian ~~Code~~Winland International Shipping Agency Co., Ltd. (“DWIS”), a PRC company whose principal activities include shipping agency services, booking cargo space, storage of ~~Ethics~~goods ~~that~~and ~~applies~~declaration toof ~~the~~customs, ~~Registrant’s~~(b) Dalian Winland ~~officers~~International Logistic Co., ~~directors~~Ltd. (“DWIL”), a PRC company whose principal activities included freight forwarding services logistics shipping agency services and ~~employees~~which owns one shipping vessel and (c) Dalian Shipping Online Network Co., ALtd. ~~copy~~(“Shipping ofOnline”) ~~such~~a PRC ~~Code~~company ofwhose ~~Ethics~~principal isactivities ~~attached~~are providing online services to its ~~hereto~~members. Copies of the Company’s Service Agreements have been filed as ~~Exhibit~~Exhibits 1410.1 ~~and~~– is10.22 ~~incorporated~~with bythe ~~reference~~Company’s ~~into~~Current ~~this~~Report ~~Item~~on Form 8-K with the 5U.05S. Securities and Exchange Commission at www.sec.gov on August 12, 2008.

~~Item~~In compliance with the PRC’s foreign 8investment restrictions on internet information services and other laws and regulations, the Company had conducted all of its internet information and media services and advertising in China (collectively, the “Online Services”) through DWIS, DWIL and Shipping Online, each a domestic variable interest entity (each, a “VIE” and collectively, the “VIEs”) and each of which are ultimately owned by Li Honglin, the President and Chairman of the Board of the Registrant (50% of each VIE) and Xue Ying, the Chief Executive Officer, Secretary and director of the Registrant (50% of each VIE).01 Pursuant ~~Other~~to ~~Events~~the Service Agreements, Beijing Huate provided on-going technical services and other services to the VIEs in exchange for substantially all of the net income of the VIEs. In addition, the stockholders of the VIEs had pledged all of their shares in the VIEs to Beijing Huate, representing 100% of the total issued and outstanding capital stock of the VIEs, as collateral for non-payment under the Service Agreements or for fees on technical and other services due thereunder. Beijing Huate also had the power to appoint all directors and senior management personnel of the VIEs.

On ~~January~~February 1516, ~~2009~~2011, ~~the Board~~Wallis ~~unanimously~~Development ~~resolved~~and toBeijing ~~create~~Huate anvoluntarily ~~Audit~~entered ~~Committee,~~into a ~~Compensation~~Termination ~~Committee~~of ~~and~~Services aAgreement ~~Corporate~~with ~~Governance~~the VIEs and ~~Nominating~~the ~~Committee.~~stockholders ~~The~~of ~~Board~~the ~~appointed~~VIEs Si(the “Termination ~~Zhaoqing~~Agreement”), ~~Michelle~~effective ~~Sun~~immediately, ~~and~~whereby ~~Xiao~~all ~~Liwu~~of tothe ~~serve~~Service asAgreements have ~~members~~terminated ofand ~~the~~are ~~Audit~~of ~~Committee, with~~no Sifurther ~~Zhaoqing~~force ~~serving~~or ~~as Chairman~~effect. The disinterested Board ~~appointed~~of ~~Xie~~Directors ~~Kewei,~~of ~~Xiao~~the ~~Liwu and~~Registrant Siresolved ~~Zhaoqing~~ to ~~serve~~terminate asthe Service ~~members~~Agreements ofwith the ~~Compensation~~belief ~~Committee,~~that ~~with~~such ~~Xie Kewei~~disposition ~~serving~~will ashelp ~~Chairman.~~the ~~The~~Company focus ~~Board~~on ~~appointed~~its ~~Xiao~~core ~~Liwu,~~business ~~Xie~~of ~~Kewei~~dry bulk shipping and Sicharter brokerage ~~Zhaoqing~~services. No totermination ~~serve~~penalties aswere ~~members~~incurred ofby the ~~Corporate~~Company ~~Governance~~in connection ~~and~~with ~~Nominating~~the Termination Agreement. Pursuant to the terms of ~~Committee~~the Termination Agreement, ~~with~~the ~~Xiao~~Company ~~Liwu~~shall ~~serving~~receive asa ~~Chairman~~fee in the amount of RMB1,000,000.

~~Also~~The onforgoing ~~January~~description ~~15,~~of ~~2009,~~ the ~~Board~~ ~~approved~~Termination ~~Charters~~Agreement ~~for~~does ~~each~~not ofpurport ~~the~~to ~~Audit~~be ~~Committee,~~complete ~~Compensation Committee~~ and ~~the~~ ~~Corporate~~is ~~Governance~~qualified ~~and~~in ~~Nominating~~its entirety ~~Committee.~~by ~~Copies~~reference ofto ~~the~~such ~~Audit Committee Charter~~document, ~~the~~a ~~Compensation~~copy ~~Committee~~of ~~Charter~~which ~~and~~is ~~the Corporate Governance and Nominating Committee Charter are~~ attached hereto as Exhibit ~~Exhibits 99~~10.1~~, 99.2~~ and ~~99.3,~~ ~~respectively,~~is ~~and are~~ incorporated herein by reference ~~into this Item 8~~.~~01.~~

Item 1.02 Termination of a Material Definitive Agreement

Please see the description of the Termination Agreement set forth in Item 1.01 herein above.

Item 2.01 Completion of Acquisition or Disposition of Assets

As described in Item 1.01 above, the Company entered into the Termination Agreement whereby it voluntarily disposed of its Online Services business by terminating its control of the VIEs. Such disposition may be considered a disposition of a significant amount of assets based on the value of such assets at the time of disposition.

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Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibit ~~Exhibits~~ No. Description:

Exhibit No.	Item	Location
EXHIBIT NO.	DESCRIPTION	LOCATION
Exhibit 14.1	Code of Ethics, dated January 15, 2009	Provided herewith
10.1	Termination of Services Agreement, by and among Beijing Huate Xingye Technology Co., Ltd., Wallis Development Limited, the VIEs and the stockholders of the VIEs	Provided herewith
Exhibit 99.1	Audit Committee Charter, dated January 15, 2009	Provided herewith
Exhibit 99.2	Compensation Committee Charter, dated January 15, 2009	Provided herewith
Exhibit 99.3	Corporate Governance and Nominating Committee Charter, dated January 15, 2009	Provided herewith

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SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~January~~February 1516, ~~2009~~2011

WINLAND ONLINE SHIPPING HOLDINGS CORPORATION By: /s/ Xue Ying Name: Xue Ying Title: Chief Executive Officer and Secretary

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