Filed
Pursuant to Rule 424(b)(3)
Under
The
Securities Act of 1933
Registration
No: 333-146023
PROSPECTUS
SUPPLEMENT NO. 2
to
Prospectus declared
effective
on December 28, 2007
as
supplemented on February 15, 2008
(Registration
No. 333-146023)
CHINA
EDUCATION ALLIANCE, INC.
This
Prospectus Supplement No. 2 supplements our Prospectus dated December 28,
2007 and Prospectus
Supplement No. 1 dated February 15, 2008.
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. 2 together with the Prospectus and the
Prospectus
Supplement No. 1 dated February 15, 2008.
This
Prospectus Supplement includes the attached Current Report on Form 8-K of China
Education Alliance, Inc. dated February 20, 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.OB.”
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 20, 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
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February
20, 2008
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Date
of Report (Date of earliest event
reported)
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CHINA
EDUCATION ALLIANCE, INC.
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(Exact
name of registrant as specified in
charter)
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North
Carolina
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00-52092
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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 150090
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(Address
of principal executive offices)
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+86-451-8233-5794
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Registrant’s
telephone number, including area
code:
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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SECTION
7 - REGULATION FD DISCLOSURE
Attached
hereto as Exhibit 99.1 is a presentation by China Education Alliance, Inc.
(the
“Company”) scheduled for Wednesday, February 20, 2008 at the 20th
Annual OC Growth Stock Conference
(the
“Conference”) in Laguna Niguel, California, sponsored by Roth Capital Partners,
LLC.
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
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(d)
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Exhibits
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99.1
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Slide
Presentation of China Education Alliance, Inc., dated February
2008
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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.
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Date:
February 20, 2008
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CHINA
EDUCATION ALLIANCE, INC.
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By:
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/s/
Xiqun Yu
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Xiqun
Yu, Chief Executive Officer and
President
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EXHIBIT
INDEX
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99.1
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Slide
Presentation of China Education Alliance, Inc., dated February
2008
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