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): March 16, 2013

CHINA EDUCATION ALLIANCE, INC.

 (Exact name of registrant as specified in its charter)

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):

(b)        On March 16, 2013, we received a letter from the Securities and Exchange Commission dated March 15, 2013 informing us that the Chief Accountant of the Commission had received a PCAOB Form 3 report issued by our former independent accountant, Sherb & Co., LLP (“Sherb”) stating that it had notified us on February 14, 2013 that it was not in technical compliance with the concurring partner rotation rules of Auditing Standard No. 7 (“Sherb Letter”) and consequently, Sherb’s audit report dated April 12, 2011 on the financial statements for the years ended December 31, 2010 and 2009 could not be relied upon.

Contrary to Sherb’s assertion, we had not received the Sherb Letter nor had we, prior to being notified by the Commission, been informed of Sherb’s non-compliance.

Upon written request, we obtained a copy of the Sherb Letter dated January 31, 2013 on March 20, 2013. The Sherb Letter stated that Sherb was not in technical compliance with the concurring partner rotation rules of the PCAOB on certain prior audit and review engagements that they performed. The engagements affected were the audit for the year ended December 31, 2010 and the reviews for the interim periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011 and September 30, 2011. As a result of the foregoing, Sherb stated that we may no longer place reliance on their audit report and review for such periods.

Our Board of Directors has not discussed with Sherb the matters disclosed in the filing pursuant to this Item 4.02(b). However, our Board of Directors and management continue to believe that the affected audit and reviewed reports fairly present, in all material aspects, our financial condition and results of operations as of the end of and for the periods presented.

(c)        We have provided Sherb with a copy of this Form 8-K representing our response to Item 4.02(b) of Form 8-K on the same day as the filing of this Report on Form 8-K with the Securities and Exchange Commission (the "SEC"). We have requested that Sherb furnish us with a letter addressed to the SEC stating whether Sherb agrees with the statements made by us in response to Item 4.02(b) and, if not, stating the respects in which it does not agree. We will amend this Form 8-K by filing Sherb’s letter as an exhibit to the filed Form 8-K no later than two business days after we are in receipt of the letter from Sherb as described in this paragraph.

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.