Unassociated Document
Filed
Pursuant to Rule 424(b)(3)
Under
The
Securities Act of 1933
Registration
No: 333-146023
PROSPECTUS
SUPPLEMENT NO. 1
to
Prospectus declared
effective
on December 28, 2007
(Registration
No. 333-146023)
CHINA
EDUCATION ALLIANCE, INC.
This
Prospectus Supplement No. 1 supplements our Prospectus dated December 28,
2007. The shares that are the subject of the Prospectus have been registered
to
permit their resale to the public by the selling stockholders named in the
Prospectus. We are not selling any shares of common stock in this offering
and
therefore will not receive any proceeds from this offering. You should read
this
Prospectus Supplement No. 1 together with the Prospectus.
This
Prospectus Supplement includes the attached Current Report on Form 8-K of China
Education Alliance, Inc. dated February 15, 2008, as filed by us with the
Securities and Exchange Commission.
Our
common stock is traded on the Over-the-Counter Bulletin Board under the symbol
"CEUA."
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
The
date
of this Prospectus Supplement is February 15, 2008
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
February
12, 2008
Date
of
Report (Date of earliest event reported)
CHINA
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in charter)
|
North
Carolina
|
|
00-52092
|
|
56-2012361
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
58
Heng
Shan Road, Kun Lun Shopping Mall
Harbin,
People’s Republic of China 150090
(Address
of principal executive offices)
+86-451-8233-5794
Registrant’s
telephone number, including area code:
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:
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))
SECTION
7 - REGULATION FD DISCLOSURE
The
information contained in this Current Report on Form 8-K and the exhibits
attached hereto shall not be deemed to be "filed" for purposes of Section
18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall such information
or such exhibits be deemed incorporated by reference in any filing under
the
Securities Act of 1933, as amended, or the Exchange Act, except as shall
be
expressly set forth by specific reference in such a filing. The information
set
forth in or exhibits to this Form 8-K shall not be deemed an admission as
to the
materiality of any information in this report on Form 8-K that is required
to be
disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01. Financial
Statement and Exhibits
| |
99.1
|
Press
Release of the Company, dated February 12,
2008
|
SIGNATURES
Pursuant
to the requirements 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
EDUCATION ALLIANCE, INC.
|
|
|
|
| Date: February
15, 2008 |
By: |
/s/
Xiqun Yu |
| |
Xiqun
Yu, Chief Executive Officer and President
|
| |
|
EXHIBIT
INDEX
|
99.1
|
Press
Release of the Company, dated February 12,
2008
|
Exhibit
99.1
China
Education Alliance, Inc. Issues Financial Guidance for
2008
Tuesday
February 12, 7:00 am ET
HARBIN,
Heilongjiang, China, Feb. 12 /Xinhua-PRNewswire-FirstCall/ -- China Education
Alliance, Inc. (OTC Bulletin Board: CEUA
-
News;
"China
Education Alliance" or "the Company"), a leading distributor of educational
resources, offering high-quality programs and training both through online
networks and an on-site training center in China, today announced financial
guidance for 2008.
China
Education Alliance has targeted net income for 2008 to be in the range of
$8.5
to $11.0 million and earnings per share of $0.32 to $0.41. These estimates
exclude the impact of any potential future acquisitions the Company may make.
Additionally, the estimates are calculated using fully diluted shares of
27.0
million, which assumes conversion of all outstanding preferred and warrants.
The
Company's guidance reflects its expectations for continued geographic expansion
into other provinces of its online materials and education business as well
as
contributions from recent strategic collaborations and initiatives in its
vocational education segment.
"We
remain optimistic about our long-term outlook and that China Education Alliance
will be able to continue to execute on our plans to replicate our successful
business model into other provinces beyond Heilongjiang where we dominate,"
said
Mr. Xiqun Yu, Chairman and CEO of China Education Alliance. "Additionally,
we
expect our recently announced collaboration agreements in our vocational
education segment could add incrementally to our earnings in 2008 and beyond"
added Mr. Yu.
About
China Education Alliance, Inc.
The
Company is an educational resource company offering high-quality educational
programs and training through both online networks and an on-site training
center. The Company's products include online test preparation materials,
researchers' materials, study guides, and audio recordings, vocational training
services and vocational certifications. The Company conducts educational
services through three main channels: a large educational online portal,
educational software and media, and education and vocational training centers.
The Company is currently selling educational products and services to families,
provincial education officials, administrators, schools and teachers in China.
Safe
Harbor Statement
Safe
Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
Certain statements in this press release constitute forward-looking statements
for purposes of the safe harbor provisions under The Private Securities
Litigation Reform Act of 1995. These statements include, without limitation,
statements regarding our ability to prepare the Company for growth, the
Company's planned expansion in 2008 and predictions and guidance relating
to the
Company's future financial performance. We have based these forward- looking
statements largely on our current expectations and projections about future
events and financial trends that we believe may affect our financial condition,
results of operations, business strategy and financial needs and are not
a
guarantee of future performance but they involve risks and uncertainties
that
could cause actual results to differ materially from those in the
forward-looking statements, which may include, but are not limited to, such
factors as unanticipated changes in product demand especially in the education
industry, pricing and demand trends for the Company's products, changes to
government regulations, risk associated with operation of the Company's new
facilities, risk associated with large scale implementation of the Company's
business plan, the ability to attract new customers, ability to increase
its
product's applications, cost of raw materials, downturns in the Chinese economy,
the adoption by consumers of its new game business, the unproven advertising
model that is dependent on attracting a large game user base, and other
information detailed from time to time in the Company's filings and future
filings with the United States Securities and Exchange Commission. Investors
are
urged to consider these factors carefully in evaluating the forward-looking
statements herein and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety by this
cautionary statement. The forward-looking statements made herein speak only
as
of the date of this press release, readers are cautioned not to place undue
reliance on any of them and the Company undertakes no duty to update any
forward-looking statement to conform the statement to actual results or changes
in the Company's expectations.
For
more
information, please contact:
Company
Contact:
Mr.
Xiqun
Yu
Chairman
and CEO
China
Education Alliance, Inc.
Tel:
+86-451-8233-5794
Email:
yxq@edu-chn.com
Investor
Relations Contact:
Mr.
Crocker Coulson
President
CCG
Elite
Investor Relations
Tel:
+1-646-213-1915 (NY Office)
Email:
crocker.coulson@ccgir.com