Unassociated Document
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): June 2, 2008
CHINA
EDUCATION ALLIANCE, INC.
(Exact
name of registrant as specified in its charter)
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North
Carolina
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000-52092
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56-2012361
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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58
Heng Shan Road, Kun Lun Shopping Mall
Harbin,
People’s Republic of China
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150090
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 86-451-8233-5794
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)
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| 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
5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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On
June
2, 2008, our Chief Financial Officer, Chunqing Wang resigned.
On
June
2, 2008, we appointed a new Chief Financial Officer, Susan Liu pursuant to
an
employment agreement dated June 2, 2008. The appointment was effective June
2,
2008. Ms. Liu will under a probation period from June 2, 2008 through August
31,
2008.
Ms.
Liu,
age 43, graduated
from the An Hui Finance and Trade University in 1985 with a Bachelor of
Economics with a major in Business Accounting. She also obtained a Diploma
from
the English Language Institute, University of British Columbia in
2001.
Ms.
Liu
taught accounting at the Beijing No. 2 Commercial Bureau Adults College from
July 1985 to July 1988. From July 1988 to April 1992, she worked at the
Beijing-Olkaland Water Proof and Construction Material Company Limited as a
cost
accountant. She then joined Meadow Gold Investment Company Limited as a finance
manager from May 1992 to June 1994. From July 1994 to January 1999, she was
an
investment manager/monitor with the CMG (China) Investment Management Limited
and from February 1999 to February 2000, she was a financial analyst with Fortum
Power and Heat Oy, Beijing Representative Office. More recently, she was the
Finance Manager for Greater China for HyClone Biochemical China, Thermo-Fisher
Scientific from June 2005 to November 2006, Chief Financial Officer for Hendrx
Corp. from July 2007 to March 2008 and finally Chief Financial Officer for
Entech Environment from April 2008 to present day.
There
is
no family relationship between Ms. Liu and any of our other officers and
directors. Ms. Liu is not a director of any company. Except for the employment
agreement described below, Ms. Liu has not had any transaction with us since
the
beginning of our last fiscal year.
Ms.
Liu’s
compensation as our Chief Financial Officer is set forth in an employment
agreement between Ms. Liu and us dated June 2, 2008. Under that agreement,
Ms.
Liu is to receive compensation consisting of the following: (i) a monthly salary
of CA$6,000, (ii) an annual bonus equivalent to one month’s salary, payable in
December of each year, based on the monthly salary in effect on November 30
of
that year, (iii) such benefits as are available to our other employees,
and (iv) options to purchase a total of 10,000 shares of common stock of
the Company, such options to vest monthly in equal installments commencing
from
June 2, 2008 through June 1, 2009.
On
June
4, 2008, the Company issued a press release annexed hereto as Exhibit 99.1
hereto.
The
information in this report, including Exhibit 99.1, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”),
or
incorporated subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”),
and
shall not be incorporated by reference in any registration statement or other
document filed under the Securities Act or the Exchange Act, whether made before
or after the date hereof, regardless of any general incorporation language
in
such filings, except as shall be expressly set forth by specific reference
in
such a filing.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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99.1 Press
Release, June 4, 2008, issued by China Education Alliance,
Inc.
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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.
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CHINA
EDUCATION
ALLIANCE, INC. |
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| Dated:
June 4,
2008 |
By: |
/s/
Xiqun
Yu |
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Name: |
Xiqun Yu |
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Title: |
Chief Executive Officer and
President |