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): ~~December~~April 3130, ~~2015~~2016

CHINA EDUCATION ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

North Carolina

(State or other jurisdiction of

incorporation)

001-34386

(Commission

File Number)

56-2012361

(IRS Employer

Identification No.)

58 Heng Shan Road, Kun Lun Shopping Mall

Harbin, People’s Republic of China

(Address of principal executive offices)

150090

(Zip Code)

Registrant’s telephone number, including area code: 86-451-8233-5794

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):

ð	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	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)
¨	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 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))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 24.01. ~~Completion~~Changes ofin ~~Acquisition~~Registrant’s orCertifying ~~Disposition of Assets~~Accountant.

~~On December 31, 2015,~~ China Education Alliance, Inc., ~~a North Carolina corporation~~ (the “Company”) ~~sold~~was notified ~~its~~that, ~~60%~~effective ~~equity~~April ~~interest~~30, in2016, ~~Harbin Tianlang~~AWC ~~Culture~~(CPA) ~~and~~Limited ~~Education School~~ (“~~Tianlang~~AWC”) tohas ~~Zhi~~merged ~~Yang, a holder of Tianlang’s remaining 40% equity interest~~ (the “~~Purchaser~~Merger”), ~~for~~with ~~a total cash consideration of RMB 3,000,000 yuan (approximately $458,193)~~Dominic K.F. ~~The~~Chan ~~sale~~& ofCo ~~the equity interest in Tianlang was made pursuant to an equity transfer agreement dated December 31, 2015~~ (~~the~~ “~~Agreement~~DKFC”), by and ~~between~~formed ~~the~~DCAW ~~Purchaser~~(CPA) ~~and~~Limited ~~Harbin Zhong He Li Da Education Technology, Inc., the Company’s wholly owned subsidiary~~ (“~~ZHLD~~DCAW”)~~. Pursuant to the Agreement~~, ~~the~~which ~~Purchaser~~is ~~paid~~registered ~~RMB~~with ~~300,000 yuan (approximately $45,819) to ZHLD upon execution of~~ the ~~Agreement~~Public ~~and~~Company ~~will~~Accounting ~~pay~~Oversight ~~the~~Board ~~reminder upon completion of the registration of the change in equity interest holders with relevant authorities~~(PCAOB).

~~The~~As ~~foregoing~~a ~~description~~ result of the ~~principal~~Merger, ~~terms~~AWC ofresigned as the ~~Agreement~~Company’s independent isregistered apublic ~~general~~accounting ~~description~~firm ~~only,~~on ~~does~~April ~~not~~30, ~~purport~~2016. toOn beMay ~~complete~~12, ~~and~~2016, isthe ~~qualified~~Company inengaged DCAW (CPA) Limited as its ~~entirety~~independent byregistered ~~reference~~public toaccounting ~~the~~firm. ~~terms~~The engagement of ~~the~~DCAW ~~Agreement~~was ~~attached~~approved ~~hereto~~by asthe ~~Exhibit~~Audit ~~10.1,~~Committee ~~which~~of isthe ~~incorporated~~Company’s board ~~herein~~of bydirectors ~~this~~on ~~reference~~May 12, 2016.

~~Item~~The ~~9.01~~audit ~~Financial~~reports ~~Statements~~of AWC on the financial statements of the Company as of and ~~Exhibits~~for the years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company’s financial statements for the fiscal years ended December 31, 2014 and 2013 and through the date of this Current Report, there were: (di) ~~Exhibits~~ no disagreements with AWC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of AWC, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports, and (ii) no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

~~10.1~~During ~~Equity~~the ~~Transfer~~Company’s ~~Agreement~~two most recent fiscal years and through May 12, ~~dated~~2016, ~~December~~neither 31the Company nor anyone on its behalf consulted with DCAW regarding (i) the application of accounting principles to a specified transaction, ~~2015~~either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided that DCAW concluded was an important factor considered by ~~and~~the ~~between~~Company ~~Zhi~~in ~~Yang~~reaching ~~and~~a ~~Harbin~~decision ~~Zhong~~as Heto Lithe Daaccounting, ~~Education~~auditing ~~Technology~~or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, ~~Inc~~as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions, or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

AWC furnishes the Company with a letter addressed to the Securities and Exchange Commission stating whether or not AWC agrees with the statements made therein. A copy of such letter, dated May 12, 2016, furnished by AWC is filed as Exhibit 16.1 to this Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

16.1

Letter of AWC (CPA) Limited dated May 12, 2016

SIGNATURES

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

	CHINA EDUCATION ALLIANCE, INC.
Dated: January 7, 2016
Dated: May 12, 2016
	By:	/s/ Xiqun Yu
	Name:	Xiqun Yu
	Title:	Chief Executive Officer

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