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 4, 2009 CHINA EDUCATION ALLIANCE, INC.  (Exact name of registrant as specified in its charter) North Carolina   000-52092   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)   (Zip Code) Registrant’s telephone number, including area code: 86-451-8233-5794 Copies to: Benjamin Tan, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32 Floor New York, New York 10006 Phone: (212) 930-9700 Fax: (212) 930-9725 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 1.01   Item 2.01   Item 8.01 Entry into a Material Definitive Agreement.   Completion of Acquisition or Disposition of Assets.   Other Events.   On January 4, 2009, China Education Alliance’s subsidiary, Harbin Zhong He Li Da Education Technology, Inc (“ZHLD”) entered into an agreement with Mr. Guang Li to jointly incorporate and invest in a joint venture company, Zhong He Li Da (Beijing) Management Consultant Co., Ltd. (“ZHLDBJ”). ZHLD contributed RMB 425,000 (approximately, $62,107), and Mr. Guang Li contributed RMB 75,000 (approximately, $10,960) towards the registered capital of ZHLDBJ, amounting to a total registered capital of 500,000 RMB (approximately, $73,067). In return for their respective contributions, ZHLD will own 85% equity interest, and Mr. Guang Li will own 15% equity interest in ZHLDBJ. ZHLD has authorized Mr.Xiqun Yu to hold 20% of its equity interest of ZHLDBJ on its behalf. ZHLDBJ was incorporated on January 4, 2009 with a business term of 20 years.  The registered capital of ZHLDBJ has been paid by the parties concerned.  Mr. Xiqun Yu is the legal representative and the managing director of ZHLDBJ.  ZHLDBJ will be involved in the vocational training business, in particular, in running the “Million Managers Training Program”.     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: March 6, 2009 By: /s/ Susan Liu       Name: Susan Liu       Title:   Chief Financial Officer