U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 12b-25 SEC FILING NO.
333-101167
NOTIFICATION OF LATE FILING CUSIP NUMBER
16938Y 10 8
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates: N/A
--------------------------------------------------------------------------------
Part I - Registrant Information
--------------------------------------------------------------------------------
Full Name of Registrant: China Education Alliance Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
80 Heng Shan Road, Kun Lun Shopping Mall, Harbin, The People's Republic of
China F4 150090
--------------------------------------------------------------------------------
Part II - Rules 12b-25(b) and (c)
--------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject annual report or transition report on Form 10-K, or portion thereof will
be filed on or before the fifteenth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
--------------------------------------------------------------------------------
Part III - Narrative
--------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and N-SAR, or the transition report or portion thereof could
not be filed within the prescribed period.
The registrant was unable without unreasonable effort and expense to prepare its
accounting records and schedules in sufficient time to allow its accountants to
complete its review of the registrant for the period ending June 30, 2006,
before the required filing date for its Form 10-QSB.
--------------------------------------------------------------------------------
Part IV - Other Information
--------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification:
Xinquin Yu 011-86451-8233-5794
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
EXPLANATION:
N/A
China Education Alliance Inc.
Date: August 15, 2006 By: /s/ Xinqun Yu
----------------------------------
Xinqun Yu, Chief Executive Officer
and President
--------------------------------------------------------------------------------
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
--------------------------------------------------------------------------------