UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) ~~August~~ October 2229, 2012

CHINA EDUCATION INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53247	20-4854568	~~20-4854568~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	~~(IRS Employer Identification No.)~~
100 E Linton Blvd. Suite 401A Delray Beach, Florida (Address of principal executive offices)		33483 (Zip Code)

Registrant's telephone number, including area code: (561) 266-3059

48 Wall Street Suite 703, New York, New York	10005
(Address of principal executive offices)	(Zip Code)

~~Not~~Registrant's ~~Applicable~~telephone ~~(Former name or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report~~(212) 682-6607

100 E. Linton Blvd, Suite 401A, Delray Beach, Florida 33483

(Former name or former address, if changed since last report)

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.~~01. Entry~~02 ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~Appointment ~~2.01. Completion~~ of ~~Acquisition~~Li or(Lisa) ~~Disposition~~Liu as Chief Executive Officer and Chairman of ~~Assets~~the Board of Directors and. Ruifeng (Raymond) Chen as Chief Financial Officer and a Director

~~Item~~Effective 3October 29, 2012 the board of directors of China Education International, Inc.02 (the “Company”) appointed Ms. ~~Unregistered~~ ~~Sales~~Li (Lisa) Liu as the Company’s Chief Executive Officer and Chairman of ~~Equity~~the ~~Securities~~Board of Directors and Mr. Ruifeng (Raymond) Chen as the Company’s Chief Financial Officer and a Director to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified or until their resignation or removal. Joel Mason resigned as our Chief Executive Officer and Chief Financial Officer and remains as a director of the Company. Mr. Mason’s resignation was not due to any disagreement with the Company on any matter related to operations, policies or practices.

OnMs. ~~August~~Li ~~19,~~(Lisa) ~~2012,~~Liu. ~~China~~Since ~~Education International~~2001, ~~Inc~~Ms.’s ~~(“we”~~Liu, ~~“us”~~age 54, orhas ~~“ours”)~~been ~~subsidiaries,~~a ~~China~~Vice President of American Education ~~Schools~~Center, ~~Ltd.~~a ~~(“China~~company ~~Education”)~~that ~~and~~promotes ~~Hangzhou~~international ~~Kunjiang~~education ~~Education~~exchange and ~~Technology~~alliances ~~Co.~~where she has been responsible for the marketing, ~~Ltd.~~management ~~(“Hangzhou~~and ~~Technology”)~~design ~~entered~~of ~~into~~international education programs and the establishment of a ~~series~~network of ~~agreements~~schools ~~with~~in ~~Shanghai~~the ~~Fuyi~~U.S. ~~Education~~and ~~Information~~China ~~Consulting~~that Cooffer these programs. From June 1993 to 1999, ~~Ltd~~Ms., Liu was a ~~Chinese~~Director ~~company~~- ~~“Shanghai~~Executive ~~Fuyi”),~~Office ~~located~~of atthe ~~335~~Board ~~Guoding~~of ~~Road,~~Directors ~~Building~~of ~~2-1501~~the Beijing Commodity Exchange, ~~Yang~~a PuBeijing ~~District~~based commodities futures exchange, ~~Shanghai~~where she was responsible for the management, ~~China~~planning, public relations and ~~its~~administration for domestic and foreign shareholders ~~which~~and ~~permit~~was usresponsible for the organization of international finance, securities policy and futures exchange seminars. From 1981 to ~~operate~~May ~~Shanghai~~1993 ~~Fuyi~~Ms. Liu was an Assistant Research Fellow at the Development Research Center of the State Council of the Peoples Republic of China where she engaged in domestic and international economic research projects that included field studies in the ~~right~~United toKingdom, ~~purchase~~France, ~~all~~Germany, the Netherlands, Belgium, Luxembourg, Thailand and the United States. Ms. Liu received a Bachelor of ~~its~~Science ~~equity~~degree ~~interests~~in Economic Management from ~~its~~the ~~shareholders~~Beijing asYouth ~~summarized~~Politics ~~below~~College, ~~(the~~Beijing ~~“Shanghai~~China ~~Fuyi~~in ~~Agreements”)~~1991 and engaged in English Studies at Central TV Broadcasting University of Beijing graduating in 1994 and completed courses in English Studies at Queens College of New York from 1999 to 2000.

~~Established~~Ms. inLiu ~~2009,~~has ~~Shanghai~~agreed ~~Fuyi~~to ~~provides~~serve ~~education~~as ~~and~~our ~~training~~Chief ~~programs~~Executive ~~that~~Officer ~~include art design, adult education, accounting, human resources,~~ and anChairman 18of ~~month~~the ~~Executive~~Board ~~MBA program with emphasis on international business. Some~~ of ~~these~~Directors ~~programs~~without ~~are~~compensation inat ~~conjunction~~this ~~with Fudan University, where Shanghai Fuyi has offices~~time. ~~Shanghai Fuyi has projected more than 2,000 students for enrollment in 2012.~~

~~Due~~The toboard ~~Chinese~~of ~~regulatory~~directors ~~restrictions~~appointed Ms. Liu based on ~~foreign~~her ~~investments~~experience in ~~Chinese~~the ~~companies~~marketing, wemanagement ~~conduct~~and ~~our~~design ~~business~~of ininternational ~~China~~education ~~through~~programs ~~contractual~~and ~~arrangements~~the ~~which~~contributions she can make to upour ~~the~~strategic ~~Shanghai~~direction. ~~Fuyi~~Ms. ~~Agreements~~Liu ~~among~~has ~~China~~not ~~Education,~~served ~~Hangzhou~~as ~~Technology,~~a ~~and~~director ~~Shanghai~~of ~~Fuyi.~~any ~~Shanghai~~company ~~Fuyi~~during ~~will~~the bepast ~~treated~~five asyears awhich ~~variable~~is ~~interest~~required ~~entity~~to infile ~~which~~reports ~~China~~with ~~Education~~the ~~does~~Securities ~~have~~and ~~direct~~Exchange orCommission ~~controlling~~under ~~equity~~the ~~interest~~Securities ~~but~~Exchange ~~whose~~Act ~~historical~~of ~~financial~~1934 ~~results~~or ~~will~~is besubject ~~consolidated~~to inthe ~~our~~requirements ~~financial~~of ~~statements~~Section in15(d) ~~accordance~~of ~~with~~the ~~U.S.~~Exchange ~~generally~~Act ~~accepted~~or ~~accounting~~is ~~principles~~registered ~~("U.S.~~as ~~GAAP"). The~~an ~~Shanghai~~investment ~~Fuyi~~company ~~Agreements~~under ~~include:~~the Investment Company Act of 1940.

~~Exclusive Cooperation Agreement~~Mr. ~~Pursuant~~ toRuifeng ~~the~~(Raymond) ~~exclusive~~Chen. ~~cooperation~~Since ~~agreement~~2007, ~~dated~~Mr. ~~August 19~~Chen, ~~2012,~~age ~~between Hangzhou Technology and the Shanghai Fuyi~~28, ~~Hangzhou Technology~~ has ~~the~~been ~~exclusive~~a ~~right~~Senior toAccountant ~~provide~~with toAmerican ~~Shanghai~~Education ~~Fuyi technical and systems support~~Center, ~~marketing~~a ~~consulting~~company ~~services,~~that ~~training~~promotes ~~for~~international ~~technical~~education ~~personnel~~exchange and ~~technical~~alliances ~~consulting~~where ~~services~~he ~~and~~has tobeen ~~lend~~responsible ~~the Shanghai Fuyi funds from its fees under this agreement. As payment~~ for ~~these services~~preparation, ~~Shanghai~~analysis ~~Fuyi~~of ~~has~~financial ~~agreed~~statements toand ~~pay~~reports, ~~Hangzhou~~cost ~~Technology~~control aand ~~service~~internal ~~fee~~control ~~equal~~procedures, ~~to 65% Shanghai Fuyi’s pre-~~tax ~~profit~~return ~~(90%~~preparation ifand ~~there~~participates ~~are~~in nothe ~~taxes~~design ~~due). The initial term~~ of ~~this~~education ~~agreement~~programs. From isJanuary 202006 ~~years~~to ~~and~~December ~~the~~2006, ~~term~~Mr. ~~can~~Chen bewas ~~renewed~~an ~~upon~~accountant ~~expiration~~with byNanjing ~~mutual~~Houpu ~~agreement~~Technology ofCo, ~~the parties~~Ltd., ~~Hangzhou~~Nanjing, ~~Technology~~China ~~has~~where ~~the~~he ~~unilateral~~was ~~right~~responsible tofor ~~adjust~~preparation ~~the level~~ of ~~the~~financial ~~service~~statements, ~~fee~~cost ~~based~~control onand ~~the~~internal ~~level~~control ofprocedures ~~operations~~and attax ~~Shanghai~~return ~~Fuyi~~preparation. ~~The~~Mr. ~~agreement~~Chen ~~can~~received bea ~~terminated~~Bachelor byof ~~mutual~~Science ~~agreement,~~degree byin ~~written~~Accounting ~~notice~~ from ~~the~~Nanjing ~~non-breaching~~University ~~party~~of ~~upon a breaching party’s failure to cure its breach~~Technology, orNanjing byChina ~~either~~in ~~party’s~~2006 ~~written~~and ~~notice~~a ~~upon~~Master ~~non-performance~~ of ~~the~~Business ~~agreement~~Administration ~~for~~from 30Campbellsville ~~days~~University asin ~~a result of any force majeure~~2008.

~~Share Pledge Agreement~~Mr. ~~Pursuant~~ toChen ~~the~~has share pledge agreement, dated August 19, 2012, among Hangzhou Technology and Fenglong Xu and Wei Xu, who collectively own 100% of the equity of Shanghai Fuyi (the “Founders”), the Founders pledged all of their equity interest in Shanghai Fuyi to Hangzhou Technology to secure the performance of Shanghai Fuyi under the Exclusive Cooperation Agreement. The Founders also agreed ~~not~~ to ~~transfer,~~serve ~~dispose~~as ofour orChief ~~otherwise~~Financial ~~directly~~Officer orand ~~indirectly~~a ~~create~~Director ~~any encumbrance over their equity interest in Shanghai Fuyi, or take any actions that may reduce the value of their equity interest in Shanghai Fuyi~~ without ~~the~~compensation ~~prior~~at ~~written~~this ~~consent of Hangzhou Technology~~time.

~~Power~~The board of ~~Attorney~~directors appointed Mr. ~~Pursuant~~ toChen based on his experience in accounting and finance and the ~~power~~contributions he can make to our strategic direction. Mr. Chen has not served as a director of ~~attorney~~any ~~dated~~company ~~August~~during ~~19,~~the ~~2012,~~past five years which is required to file reports with the ~~Founders~~Securities ~~irrevocably~~and ~~entrusted~~Exchange ~~all~~Commission under the ~~rights~~Securities Exchange Act of 1934 or is subject to ~~exercise~~the ~~its~~requirements ~~voting~~of ~~power~~Section 15(d) of ~~Shanghai~~the ~~Fuyi~~Exchange toAct ~~China~~or ~~Education~~is ~~for~~registered as an ~~indefinite~~investment ~~period~~company under the Investment Company Act of ~~time~~1940.

Option Agreement. Pursuant to an agreement entered into between the Founders and Crown Union Resources Limited, a British Virgin Islands company (“Crown Union”), the Founders have a five year right to acquire up to 11,000,000 shares of our unregistered common stock (the “Acquisition Shares”) from Crown Union, upon the occurrence of the conditions described below (the “Option Agreement”). The Acquisition Shares will be issued to Crown Union by us in consideration for the Shanghai Fuyi Agreements.

Condition	Number of Shares which may be acquired
Entry by the Founders and the respective parties of Shanghai Fuyi Agreements, which condition was met on August 19, 2012.		6,000,000
Shanghai Fuyi achieving not less than $5,000,000 in Gross Revenues, as determined under US GAAP for any consecutive 12 months during the period from April 1, 2012 through March 31, 2014.		3,000,000
Shanghai Fuyi achieving not less than $3,000,000 in net income, as determined under US GAAP for any consecutive 12 months during the period from April 1, 2012 through March 31, 2014.		2,000,000

The purpose of the Option Agreement is to facilitate compliance with Chinese laws which regulate the acquisition of Chinese companies by non-Chinese entities.

We will issue Crown Union a total of 11,000,000 shares of our unregistered common stock under the terms of the Option Agreement, representing approximately 13% of our outstanding shares after taking into effect the issuance, and valued at approximately $10,120,000 based on the last quoted closing price of our common stock on August 20, 2012. The number of Acquisition Shares the Founders may purchase from Crown Union was determined based on the projected income of Shanghai Fuyi for the 12 month period commencing on April 1, 2012 which amount is $3,000,000 (the “Income Target”). The number of Acquisition Shares shall be reduced by 2 1/2 shares for each $1.00 that the Income Target exceeds the actual income for Shanghai Fuyi during any 12 month consecutive period from April 1, 2012 through March 31, 2014 as computed in accordance with US GAAP, and the number of Acquisition Shares so reduced shall be returned to China Education for cancellation.

The issuance of the shares by us to Crown Union is exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) of that act. The recipient is an accredited or otherwise sophisticated investor who had such knowledge and experience in business matters and was capable of evaluating the merits and risks of the prospective investment in our securities. In addition, the recipient had access to business and financial information concerning our company.

Call Option Agreement. Pursuant to the call option agreement dated August 19, 2012 between China Education and the shareholders of Shanghai Fuyi (the “Founders”), China Education or its designee has an option to purchase from the Founders, to the extent permitted under the laws of the Peoples Republic of China, all or part of their 100% equity interest in Shanghai Fuyi (the “Equity Interest”) in one or more installments. As payment for the rights under the Call Option Agreement, the Founders agreed that China Education shall have the right to offset the value of any other consideration they are entitled to receive in connection with this and its related agreements against the transfer price for the Equity Interest to the fullest extent permitted by Chinese law, and China Education and any third party designated by China Education shall not be required to make any cash payment to the Founders separately. We have sole discretion to decide when to exercise the option, whether in part or in full. Currently, we do not expect to exercise such option in the foreseeable future.

The description of the Shanghai Fuyi Agreements included in this report is qualified in its entirety by reference to the Exclusive Cooperation Agreement, the Share Pledge Agreement, the Power of Attorney, the Option Agreement and the Call Option Agreement which are attached hereto as exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this report.

Item 7.01 Regulation FD Disclosure.

On August 23, 2011, China Education International, Inc. issued a press release announcing the Shanghai Fuyi Agreements. A copy of this press release is included as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of China Education International, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The financial information that is required pursuant to this Item will be filed by amendment not later than 71 calendar days after the date that this initial report on Form 8-K is required to be filed.

(b) Pro-forma Financial Information

The pro-forma financial information that is required pursuant to this Item will be filed by amendment not later than 71 calendar days after the date that this initial report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.		Description of Exhibit
	10.1	Exclusive Cooperation Agreement dated August 19, 2012 between Hangzhou Kunjiang Education Technology Co., Ltd. and Shanghai Fuyi Education Information Consulting Co. Ltd.
	10.2	Share Pledge Agreement dated August 19, 2012 between Hangzhou Kunjiang Education Technology Co., Ltd. and Fenlong Xu and Wei Xu
	10.3	Power of Attorney dated August 19, 2012 between China Education Schools Co., Ltd and Shanghai Fuyi
	10.4	Option Agreement dated August 19, 2012 between Crown Union Resources Limited and Fenglong Xu and Wei Xu and China Education, as Collateral Agent.
	10.5	Call Option Agreement dated August 19, 2012 between Fenglong Xu and Wei Xu and China Education Schools Co., Ltd.
	99.1	Press release of China Education International, Inc. dated August 23, 2012 Regarding Agreements with Shanghai Fuyi.

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.

	CHINA EDUCATION INTERNATIONAL, INC.
Date: August 23, 2012	By: /s/ Joel Mason
Date: November 1, 2012	By: /s/ Li (Lisa) Liu
	Joel Mason, Chief Executive Officer
	Li (Lisa) Liu, Chief Executive Officer

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