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<P ALIGN=CENTER><FONT SIZE=2>As filed with the Securities and Exchange
Commission on May 27, 2011<BR>
Registration No. 333-______________</FONT></P>

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 <P ALIGN=CENTER><FONT SIZE=4><B>UNITED STATES</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=4><B>SECURITIES AND EXCHANGE COMMISSION</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=3><B>Washington,
 D.C. 20549</B></FONT></P>
 </TD>
 </TR>
 <TR>
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 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
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 <P ALIGN=CENTER><FONT SIZE=5><B>FORM S-8</B></FONT></P>
 </TD>
 </TR>
 <TR>
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 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
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 <P ALIGN=CENTER><FONT SIZE=3><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
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 <P ALIGN=CENTER><FONT SIZE=6><B>Tsingda eEdu Corporation</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2>(Exact name of registrant as specified in charter)</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
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 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>Cayman Islands</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2>(State or jurisdiction of incorporation or organization)</FONT></P>
 </TD>
 </TR>
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 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
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 <P ALIGN=CENTER><FONT SIZE=2><B>N/A</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2>(I.R.S. Employer Identification No.)</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
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 <P ALIGN=CENTER><FONT SIZE=2><B>No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town,</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>Tongzhou District, Beijing, PR China</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>86 10-62690222/0288</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><I> (Address including zip code, and telephone number of</I></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><I>registrant&#146;s principal executive offices)</I></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>Mr. Kang Chungmai</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town,</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>Tongzhou District, Beijing, PR China</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>86 10-62690222/0288</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2>(<I>Name, address, including zip code, and</I></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><I>telephone number of Agent for Service</I>)</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><I>with copies to:</I></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>Barry I. Grossman, Esq.</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>Adam Mimeles, Esq.</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>Ellenoff Grossman &amp; Schole LLP</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>150 East 42nd Street, 11th Floor</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>New York, NY 10017</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>Tel. No: 212.370.1300 Fax No: 212.370.7889</B></FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Approximate
date of proposed sale to the public:</B> As soon as
practicable, after this registration statement becomes effective. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the<BR>following box. <FONT FACE=WINGDINGS>o</FONT></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <FONT FACE=WINGDINGS>x</FONT> </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under </FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>the Securities
Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. <FONT FACE=WINGDINGS>o</FONT> _________ </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registrations
statement number of the earlier effective registration statement for the same
offering. <FONT FACE=WINGDINGS>o</FONT> ___________ </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. <FONT FACE=WINGDINGS>o</FONT> </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>CALCULATION OF REGISTRATION FEE</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="42%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="13%" VALIGN=BOTTOM>
 <P ALIGN=RIGHT>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="9%" VALIGN=BOTTOM>
 <P ALIGN=RIGHT>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="8%" VALIGN=BOTTOM>
 <P ALIGN=RIGHT>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="11%" VALIGN=BOTTOM>
 <P ALIGN=RIGHT>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Title of each class<BR>
 of securities<BR>
 to be registered</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Amount to be<BR>
 registered</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Proposed<BR>
 maximum<BR>
 offering price<BR>
 per unit</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Proposed<BR>
 maximum<BR>
 aggregate<BR>
 offering<BR>
 price</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Amount of<BR>
 registration fee</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2>Ordinary Shares, par value
 $0.000384 per share</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2>1,000,000
 shares</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2>$</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>1.60
 </FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2><SUP> (1)</SUP></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2>$</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>1,600,000</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2>$</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>185.76</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=BOTTOM>
 <P STYLE='MARGIN-RIGHT:0IN;MARGIN-LEFT:17.3PT;TEXT-INDENT:-8.65PT'><FONT SIZE=2>TOTAL</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2>1,000,000
 shares</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2>$</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>1.60</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2><SUP> (1)</SUP></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2>$</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>1,600,000</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2>$</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>185.76</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2><SUP> (1)</SUP> Estimated solely for purposes of
calculating the registration fee in accordance with Rule 457 under the Securities
Act of 1933 based on the price of our Ordinary Shares purchased in a private
placement of Units which closed on September 16, 2010. Currently, there is no
trading market for our Ordinary Shares. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>Explanatory Note</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
registration statement on Form S-8 of Tsingda eEdu Corporation (this
&#147;Registration Statement&#148;) has been prepared in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;)
to register up to 1,000,000 ordinary shares, par value $0.000384 per share (the
&#147;Ordinary Shares&#148;), to be issued under our 2011 Equity Incentive Plan to our
&#147;affiliates&#148; as such term is defined in Rule 405 under the Securities Act,
which shares constitute &#147;control securities&#148; as such term is defined in General
Instruction C to Form S-8.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
materials that follow Part I and precede Part II of this Registration Statement
constitute a reoffer prospectus. The reoffer prospectus filed as part of this
Registration Statement on Form S-8 has been prepared in accordance with the
requirements of Part I of Form S-3 and in accordance with General Instruction C
of Form S-8. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>PART I</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="10%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="90%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item 1.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Plan
 Information.* </B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item 2.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Registrant
 Information and Employee Plan Annual Information.* </B></FONT></P>
 </TD>
 </TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="96%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD COLSPAN=2 VALIGN=TOP>

 <HR SIZE=1 WIDTH="20%" NOSHADE COLOR=BLACK ALIGN=LEFT>

 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>*</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Information required by
 Part I to be contained in the Section 10(a) Prospectus is omitted from the
 Registration Statement in accordance with Rule 428 under the Securities Act
 of 1933, as amended. </FONT></P>
 </TD>
 </TR>
</TABLE>

<BR>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2><B>Reoffer Prospectus </B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=4><B>TSINGDA EEDU CORPORATION</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=4><B>1,000,000 Ordinary Shares</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus is being used in connection with the offering from time to time by
certain selling stockholders of our company or their successors in interest of
the Ordinary Shares issued or to be issued, or which may be acquired upon the
exercise of stock options issued or to be issued, pursuant to our 2011 Equity
Incentive Plan, which we refer to herein as the Plan. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Ordinary Shares may be sold from time to time by the selling stockholders or by
their pledgees, donees, transferees or other successors in interest. Unless and
until such time as the Company&#146;s ordinary shares are listed on a national
securities exchange or quoted on an over-the-counter market, such dispositions
by the selling shareholders, if any, will be made only at a price between $1.00
and $3.00. Thereafter, dispositions may be at fixed prices, at prevailing
market prices at the time of sale, at prices related to the prevailing market
price, at varying prices determined at the time of sale, or at negotiated
prices. When a trading market for the Ordinary Shares develops, the Ordinary
Shares may be sold by one or more of the following: (a) block trades in which
the broker or dealer so engaged will attempt to sell the shares as agent but
may position and resell portions of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchases. In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from selling stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities Act of 1933, as amended, or
the &#147;Act&#148;, in connection with such sales. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this prospectus. We will not receive any
of the proceeds from the sale of these shares, although we have paid the
expenses of preparing this prospectus and the related registration statement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
headquarters are located at No. 0620, Yongleyingshiwenhuanan Rd., Yongledian
Town, Tongzhou District, Beijing, PR China, and our phone number is 86
10-62690222/0288. </FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investing
in our Ordinary Shares involves a high degree of risk. See the section entitled
&#147;Risk Factors&#148; beginning on page 3 and in the documents incorporated by
reference herein before you decide to buy our Ordinary Shares. </B></FONT></P>

<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>The date of this prospectus is May 2, 2011</B></FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P ALIGN=CENTER><FONT SIZE=2><B>TABLE OF CONTENTS</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="87%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="6%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Note on
 Forward Looking Statements</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a001_v1">Prospectus Summary</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>1</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a002_v1">Our Company</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>2</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a003_v1">Risk Factors</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>6</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a004_v1">Use of Proceeds</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>19</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a005_v1">Selling Stockholders</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>19</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a006_v1">Plan of Distribution</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>20</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a007_v1">Legal Matters</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>21</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a008_v1">Experts</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>21</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a009_v1">Incorporation of Certain Documents By Reference</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>21</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a010_v1">Where You Can Find More Information</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>22</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><A HREF="#c65784a011_v1">Disclosure of Commission Position on Indemnification for Securities
 Law Violations</A></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>23</FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
should rely only upon the information contained in this prospectus and the
registration statement of which this prospectus is a part. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume the
information appearing in this prospectus is accurate only as of the date on the
front cover of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date. This prospectus is
based on information provided by us and other sources that we believe are
reliable. We have summarized certain documents and other information in a
manner we believe to be accurate, but we refer you to the actual documents for
a more complete understanding of what we discuss in this prospectus. In making
an investment decision, you must rely on your own examination of our business
and the terms of the offering, including the merits and risks involved. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
obtained statistical data, market data and other industry data and forecasts
used throughout, or incorporated by reference in, this prospectus from market
research, publicly available information and industry publications. Industry
publications generally state that they obtain their information from sources
that they believe to be reliable, but they do not guarantee the accuracy and
completeness of the information. Similarly, while we believe that the
statistical data, industry data and forecasts and market research are reliable,
we have not independently verified the data, and we do not make any
representation as to the accuracy of the information. We have not sought the
consent of the sources to refer to their reports appearing or incorporated by
reference in this prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus contains, or incorporates by reference, trademarks, trade names,
service marks and service names of Tsingda eEdu Corporation and other
companies. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Please
see &#147;Risk Factors&#148; for additional risks which could adversely impact our
business and financial performance. Moreover, new risks emerge from time to
time and it is not possible for our management to predict all risks, nor can we
assess the impact of all risks on our business or the extent to which any risk,
or combination of risks, may cause actual results to differ from those
contained in any forward-looking statements. All forward-looking statements
included in this prospectus are based on information available to us on the
date of this prospectus. Except to the extent required by applicable laws or
rules, we undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained throughout this
prospectus. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>-i-</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<div style="border:1px solid black; padding:5px">

<P ALIGN=CENTER><FONT SIZE=2><B>P<A NAME="c65784a001_v1"></A>ROSPECTUS SUMMARY</B></FONT></P>

<P><FONT SIZE=2>The following summary
highlights selected information contained in this prospectus. This summary does
not contain all the information you should consider before investing in the
securities. Before making an investment decision, you should read the entire
prospectus carefully, including the &#147;Risk Factors&#148; section, the financial
statements and the notes to the financial statements.<BR><BR>Except where the context
otherwise requires and for the purposes of this prospectus only:</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="98%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="92%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#147;We,&#148; &#147;us,&#148; &#147;our company,&#148;
 &#147;our,&#148; and &#147;the Company&#148; refer to the combined business of Tsingda eEDU
 Corporation and its consolidated subsidiaries and affiliates, but do not
 include the shareholders of Tsingda eEDU Corporation;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#147;Tsingda Technology&#148; refers
 to Tsing Da Century Education Technology Co. Ltd., a British Virgin Islands
 business company, which is our direct, wholly-owned subsidiary;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#147;Tsingda Management&#148; refers
 to Beijing Tsingda Century Management Consulting Ltd., a wholly foreign owned
 enterprise incorporated under the laws of the PRC, which is our indirect,
 wholly-owned subsidiary;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#147;Tsingda Education&#148; refers
 to Beijing Tsingda Century Investment Consultant of Education Co. Ltd., our
 contractually controlled affiliate and the PRC operating company;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#147;Tsingda Network&#148; refers to
 Beijing Tsingda Century Network Technology Co. Ltd., a wholly owned
 subsidiary of Tsingda Education;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#147;China,&#148; &#147;Chinese&#148; and
 &#147;PRC,&#148; refer to the People&#146;s Republic of China;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#147;Renminbi&#148; and &#147;RMB&#148; refer
 to the legal currency of China; and</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#147;U.S. dollars,&#148; &#147;dollars&#148;
 and &#147;$&#148; refer to the legal currency of the United States.</FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>We effected a consolidation
of every three shares of our authorized share capital into 1 share on November
15, 2010. Unless otherwise stated, all share and per share amounts in this
prospectus have been adjusted to reflect post consolidation amounts. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>1</FONT></P>

</div>
<BR>
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<div style="border:1px solid black; padding:5px">

<P ALIGN=CENTER><FONT SIZE=2><A NAME="c65784a002_v1"></A><B>Our Company</B></FONT></P>

<P><FONT SIZE=2><B>Business Overview</B></FONT></P>

<P><FONT SIZE=2>We are an online provider of
supplementary educational services in China. All of our courses are broadcast
online, and are consumed either in private or at one of our learning centers.
As of December 31, 2010, there were 2,346 Tsingda Learning Centers across
China, which includes 21 Company-owned learning centers and 2,325 franchised
learning centers. Since most of our learning centers are franchised locations,
we generate most of our revenues through franchise licensing fees and sales of
&#147;e-cards&#148; by franchisees to students, which are pre-paid &#147;credit&#148; cards used by
our students to purchase our individual courses. Our franchisees pay an initial
franchise licensing fee of between $7,000 and $10,000 per location depending on
franchise territory, and thereafter, franchisees pay an annual management fee
equal to 10% of their initial franchise licensing fee. A franchisee receives
e-cards from the Company with a face value equal to five times the amount of
franchise and management fees paid. Our franchisees also have the option to
purchase additional e-cards at the same 80% discount. Franchisees earn revenues
from the sale of e-cards to students at face value. In other words, for every
dollar spent by our students, our franchisees receive eighty cents. With
respect to the remaining twenty cents, the Company splits this on a 40%-60%
basis with teachers in connection with real-time courses and on a 90%-10% basis
with teachers in connection with pre-recorded courses. Factoring in the
discount taken by our franchisees and revenue splitting with our teachers, the
Company earns 18% of revenues generated from sales of e-cards used for
pre-recorded courses and 8% of revenues generated from sales of e-cards used
for real-time courses from revenues generated from the sale of e-cards. Each
e-card has a specific serial number, and our IT server tracks the opening and
usage of these cards in real time. We use this information in order to
accurately allocate revenues among teachers.</FONT></P>

<P><FONT SIZE=2>Our online educational
services consist of pre-recorded courses and a web based platform called the
&#147;Tsingda Virtual Internet Classroom&#148; where students and teachers can interact
remotely in either a one-on-one or classroom setting. As of December 31, 2010,
we had a total of 7,266,731 &#147;registered&#148; and 1,424,778 &#147;active&#148; students. Of
these students, 6,838,181 students are registered and 1,340,652 are active
through our learning centers, and 428,550 students are registered and 84,126
are active through our Tsingda Virtual Internet Classroom. We classify students
who have provided us with their personal information as &#147;registered.&#148; Registered
students who have purchased an e-card or are using an e-card to purchase our
courses are classified as &#147;active.&#148; Students who have purchased an e-card and
have not used an e-card for more than one year are de-classified from active
status and classified as registered. For fiscal year 2010, we generated
$27,447,545 in gross revenues, which represents an 87% increase from gross
revenues of $14,650,863 for fiscal year 2009. Our fiscal year 2010 pre-tax net
income was $12.1 million, which represents a 70.4% increase from pre-tax net
income of $7.1 million for fiscal year 2009.<BR><BR>On September 16, 2010, we
completed a unit financing with certain accredited investors pursuant to which
we received total gross proceeds of $9.6 million. Each unit consisted of one
ordinary share and a stock purchase warrant to purchase 35% of the number of
Ordinary Shares purchased in the financing. The warrant exercise price is $2.08
per share, subject to adjustment, and the warrant term is five (5) years.</FONT></P>

<P><FONT SIZE=2>On November 15, 2010, the
Company held a special meeting of its shareholders (&#147;Special Meeting&#148;) at its
principal offices in Beijing, China, pursuant to the Notice of Special Meeting
of Shareholders. At the Special Meeting, 33,386,754 shares of the Company&#146;s
authorized share capital were represented in person or by proxy, which
constituted a quorum. At the Special Meeting, shareholders approved two
proposals (i) to change the corporate name from Compass Acquisition Corporation
to Tsingda eEDU Corporation and (ii) to affect a three-for-one (3 to 1)
consolidation of the Company&#146;s issued and outstanding Ordinary Shares and to
increase the amount of the Company&#146;s authorized Ordinary Shares from
thirty-nine million sixty-two thousand five hundred shares (39,062,500) to one
hundred million (100,000,000) shares. The name change of the Company to Tsingda
eEDU Corporation and the three-for-one consolidation and increase in the
Company&#146;s authorized share capital was effective immediately following
shareholder approval.</FONT></P>

<P><FONT SIZE=2>In November 2010 we began
offering live courses through our Company-owned learning centers which are all
located in Beijing. Depending on the initial response to these live courses, we
may consider expanding our live course offerings to Company-owned learning
centers in other first-tier cities. We do not intend to offer live courses
through our franchise-owned learning centers, nor do we intend that any of our
Company-owned learning centers will become solely dedicated to live course
offerings. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>2</FONT></P>

</DIV>
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<div style="border:1px solid black; padding:5px">

<P><FONT SIZE=2>Live courses are taught on
either a one-to-one basis or with up to 10 students. As with all of our course
offerings, students purchase live courses by purchasing e-cards. Students can
choose any combination of live, online or pre-recorded courses for all of their
education needs. We charge more for live courses than for online or
pre-recorded courses. During the year ended December 31, 2010, revenue
generated from providing live courses was less than 1% of our total revenue. </FONT></P>

<P><FONT SIZE=2>Our headquarters are located
at No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town, Tongzhou District,
Beijing, PR China, our phone number is 86 10-62690222/0288, and our English
language web-site is www.eeduuol.com.</FONT></P>

<P><FONT SIZE=2><B>Our Target Demographic</B></FONT></P>

<P><FONT SIZE=2>The Peoples Republic of China
(PRC) represents approximately one quarter of the global population. According
to information published by the PRC government, our target population market as
of December 31, 2010 is approximately 360 million individuals. The group is
comprised of: infants and children below school age (6) - 160 million; primary
school students - 110 million; junior high school students - 60 million; and
senior high school students - 30 million. </FONT></P>

<P><FONT SIZE=2><B>Organizational History</B></FONT></P>

<P><FONT SIZE=2>We were organized under the
laws of the Cayman Islands on September 27, 2006. Tsingda Technology was
organized under the laws of British Virgin Islands on December 11, 2009.
Tsingda Management was organized under the laws of the PRC on November 26,
2007. Tsingda Education was organized under the laws of the PRC on October 23,
2003. Tsingda Network was organized under the laws of the PRC on February 14,
2004.</FONT></P>

<P><FONT SIZE=2>On May 24, 2010, we acquired
Tsingda Technology. The transaction was treated for accounting purposes as a
capital transaction and recapitalization by Tsingda Technology, the accounting
acquirer, and as a re-organization by Compass, the accounting acquiree. Compass
(now Tsingda eEdu Corporation) is the legal acquirer and Tsingda Technology the
legal acquiree.</FONT></P>

<P><FONT SIZE=2>Tsingda Technology owns 100%
of the issued and outstanding capital stock of Tsingda Management. On April 26,
2010, Tsingda Management entered into a series of contractual agreements with
Tsingda Education, and its shareholders, in which Tsingda Management assumed
management of the business activities of Tsingda Education. Namely, these contractual
agreements consist of: (i) a consulting services agreement, (ii) an operating
agreement, (iii) an equity pledge agreement, (iv) a voting rights proxy
agreement, and (v) an option agreement. We rely on these agreements to, among
other things, generate all our revenues, control the business activities of
Tsingda Education, appoint all of its executives, senior management and the
members of its board of directors, and at our option, purchase all the
outstanding equity of Tsingda Education. If one or more of these contractual
agreements are terminated or ruled unenforceable, we could lose control of
Tsingda Education, which will materially and adversely affect our revenues and
future growth prospects. See &#147;Risk Factors&#148; beginning on Page 8. </FONT></P>

<P><FONT SIZE=2>The Wholly-Foreign Owned
Enterprise Law (1986), as amended, and The Wholly-Foreign Owned Enterprise Law
Implementing Rules (1990), as amended and the Company Law of the PRC (2006),
contain the principal regulations governing dividend distributions by wholly
foreign owned enterprises. Under these regulations, wholly foreign owned
enterprises may pay dividends only out of their accumulated profits, if any,
determined in accordance with PRC accounting standards and regulations.
Additionally, such companies are required to set aside a certain amount of
their accumulated profits each year, if any, to fund certain reserves. These
reserves are not distributable as cash dividends except in the event of
liquidation and cannot be used for working capital purposes. The PRC central
government also imposes controls on the conversion of RMB into foreign
currencies and the remittance of currencies out of the PRC. We may experience
difficulties in completing the administrative procedures necessary to obtain
and remit foreign currency for the payment of dividends from the Company&#146;s
profits.</FONT></P>

<P><FONT SIZE=2>Furthermore, if our
subsidiaries or affiliates in China incur debt on their own in the future, the
instruments governing the debt may restrict its ability to pay dividends or
make other payments. If we or our subsidiaries are unable to receive all of the
revenues from our operations through these contractual or dividend
arrangements, we may be unable to pay dividends on our Ordinary Shares.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>3</FONT></P>

</DIV>
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<div style="border:1px solid black; padding:5px">

<P><FONT SIZE=2>The risks described above and
other risks in connection with an investment in our securities are found in the
&#147;Risk Factors&#148; section beginning on page 6. You should carefully read and
consider the information in the &#147;Risk Factors&#148; section before making an
investment in our securities.</FONT></P>

<P><FONT SIZE=2><B>Corporate Structure </B></FONT></P>

<P><FONT SIZE=2>Our organization structure is
depicted below: </FONT></P>

<P ALIGN="CENTER"><img src='c65784001_v1.jpg' alt="(FLOW CHART)">

<P ALIGN=CENTER><FONT SIZE=2>4</FONT></P>

</div>
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<div style="border:1px solid black; padding:5px">
<P ALIGN=CENTER><FONT SIZE=2><B>The Offering</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="98%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="30%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="65%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Securities
 Offered</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>1,000,000 Ordinary Shares </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Ordinary
 Shares outstanding before <BR>
 the Offering</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>33,729,862 shares </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Ordinary
 Shares to be outstanding <BR>
 after the Offering:</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>34,729,862 shares </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Use of
 proceeds:</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>We will not receive any
 proceeds from the sale of our Ordinary Shares by the selling stockholders. </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Risk
 factors:</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Investing in these
 securities involves a high degree of risk. As an investor you should be able
 to bear a complete loss of your investment. You should carefully consider the
 information set forth in the &#147;Risk Factors&#148; section beginning on page 6
 hereof. </FONT></P>
 </TD>
 </TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2>5</FONT></P>

</div>
<BR>
<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>R<A NAME="c65784a003_v1"></A>ISK FACTORS</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>RISK FACTORS</B></FONT></P>

<P><FONT SIZE=2>An investment in our
Ordinary Shares is speculative and involves a high degree of risk and
uncertainty. You should carefully consider the risks described below, together
with the other information contained in this prospectus, including the
consolidated financial statements and notes thereto of our Company, before
deciding to invest in our Ordinary Shares. The risks described below are not
the only ones facing our Company. Additional risks not presently known to us or
that we presently consider immaterial may also adversely affect our Company. If
any of the following risks occur, our business, financial condition and results
of operations and the value of our Ordinary Shares could be materially and
adversely affected.</FONT></P>

<P><FONT SIZE=2><B>Risks Relating to Our Business</B></FONT></P>

<P><FONT SIZE=2><I><B>We have a limited operating history and we
may not be able to sustain the growth in our business.</B></I></FONT></P>

<P><FONT SIZE=2>Our limited operating
history and the early stage of development of the online education industry in
which we operate makes it difficult to evaluate our business and future
prospects. Although our annual growth rate of sales revenue from 2008 to 2009
and 2009 to 2010 was approximately 101% and 87% respectively, and our annual
growth rate of pre-tax income was approximately 77.9% and 70.4% during these
same periods, there is no assurance that we will be able to sustain such growth
in the future. We may have negative growth, which in turn may impair our
business operations and profitability. Furthermore, our largest shareholder,
Tsing Da Century Education Technology Co., Ltd., a Belize corporation
controlled by Zhang Hui, our chairman and CEO, has entered into a securities
escrow agreement with respect to the 6,000,000 Ordinary Shares (the &#147;Escrowed
Shares&#148;) owned by it. If the Company&#146;s net income for the fiscal year 2011 is
less than $13,500,000, the escrow agent shall transfer to the investors in our
2010 private placement, on a pro-rata basis, an amount of Escrow Shares equal
to the percentage of variation from the 2011 performance threshold times the
total number of Escrow Shares. Any Escrow Shares not distributed to such
investors following the release of fiscal year 2011 information will be
returned to Tsing Da Century Education Technology Co., Ltd. Therefore, if we
cannot meet these performance targets, there may be a significant change in the
ownership of our outstanding shares.</FONT></P>

<P><FONT SIZE=2><I><B>The market for the services that we provide
is still emerging and evolving rapidly, and we may not be able to adapt our
business. </B></I></FONT></P>

<P><FONT SIZE=2>The market for educational
services is still evolving in the PRC. Our success will depend to a large
extent on the perceived benefit that our services provide to our customers, who
are mainly students. Therefore we will need to increase awareness of our
products, protect our reputation and develop customer loyalty among our
customers, anticipate and adapt to changing conditions in the markets in which
we operate.</FONT></P>

<P><FONT SIZE=2><I><B>Increased funding of educational programs
by the local or national government may negatively impact our business.</B></I></FONT></P>

<P><FONT SIZE=2>It is possible that
increased funding of educational programs would result in either greater
competition or reduced demand for our products and services. For example,
increased funding of educational programs may lead to nationwide student access
to online educational courses and services, as well as publicly available
state-sponsored learning centers. Increased online access could dramatically
increase the demand for online supplemental education, which could be expected
to lead to an increase in the number of private competitors we face. The
government may also determine to compete with us directly by offering
supplemental education services, and would be able to undercut our prices and
adversely affect the demand for our products and services.</FONT></P>

<P><FONT SIZE=2>Additional funding of education
may also reduce the overall demand for supplemental education in the event such
funds are used to better educate students in the primary and secondary schools.
To the extent the quality of education in schools increases, the need for
supplemental education may decrease. In any of such events, we would expect our
results of operations and future growth prospects to be harmed.</FONT></P>

<P><FONT SIZE=2><I><B>We may have difficulty executing our plan
to expand our business, which may negatively impact our operations. </B></I></FONT></P>

<P ALIGN=CENTER><FONT SIZE="2">6 </FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>In order to expand
our business operations we will need to (i) increase the number of our learning
centers, (ii) scale and adapt our existing network infrastructure to
accommodate increased systems traffic and (iii) increase our marketing efforts.
Through 2011, we expect to open approximately 600 additional franchised
locations. We plan on a broad scale brand promotion campaign, and we will need
significantly more computing power as traffic within our system increases and
our learning center locations expand. We will be required to spend significant
capital and resources to manage our additional franchises, execute our
promotional campaign and to purchase equipment, and upgrade our technology and
network infrastructure to handle increased Internet traffic. In this regard, we
have budgeted approximately $1.2 million for our marketing campaign,
approximately $1.4 million for IT expenditures, and approximately $1.8 million
to add and improve our course content. We expect to generate the funds
necessary for our expansion through our existing cash flow. If we fail to
expend sufficient capital to execute our growth strategy, our operating results
will be harmed.</FONT></P>

<P><FONT SIZE=2><I><B>Problems with content delivery services,
bandwidth providers, data centers or other third parties could harm our business,
financial condition or results of operations. </B></I></FONT></P>

<P><FONT SIZE=2>Our business relies
significantly on third-party vendors, such as data centers, content delivery
services and bandwidth providers. While no single vendor is material to our
operations, if any third-party vendor fails to provide their services or if
their services are no longer available to us for any reason and we are not
immediately able to find replacement providers, our business, financial
conditions or results of operations could be materially adversely affected. </FONT></P>

<P><FONT SIZE=2>Additionally, any disruption
in network access or related services provided by these third-party providers
or any failure of these third-party providers to handle current or higher
volumes of use could significantly harm our business operations. If our service
is disrupted, we may lose revenues due to our inability to provide services to
our franchised learning centers and we may be obligated to compensate these
franchisees for their loss. Our reputation also may suffer in the event of a
disruption. Any financial or other difficulties our providers face may
negatively impact our business and we are unable to predict the nature and
extent of any such impact. We exercise very little control over these
third-party vendors, which increases our vulnerability to problems with the
services they provide. Any errors, failures, interruptions or delays
experienced in connection with these third-party technologies and information
services could negatively impact our relationships with our franchisees and materially
adversely affect our brand reputation and our business, financial condition or
results of operations and expose us to liabilities to third parties.</FONT></P>

<P><FONT SIZE=2><I><B>Our data centers are vulnerable to natural
disasters, terrorism and system failures that could significantly harm our
business operations and lead to client dissatisfaction. </B></I></FONT></P>

<P><FONT SIZE=2>In delivering our solutions,
we are dependent on the operation of our data centers and bandwidth providers,
which are vulnerable to damage or interruption from earthquakes, terrorist
attacks, war, floods, fires, power loss, telecommunications failures, computer
viruses, computer denial of service attacks or other attempts to harm our
system, and similar events. We do not have insurance to cover any losses. Some
of our systems are not fully redundant, and our disaster recovery planning
cannot account for all eventualities. The occurrence of a natural disaster, a
terrorist attack, a provider&#146;s decision to close a facility we are using
without adequate notice or other unanticipated problems at our data centers
could result in lengthy interruptions in our service. Interruptions in our
service could reduce our revenues and profits, and our brand reputation could
be damaged if customers believe our system is unreliable, which could have a material
adverse affect on our business, financial condition and results of operations. </FONT></P>

<P><FONT SIZE=2><I><B>Our business may be adversely affected by
malicious third-party software applications that interfere with the function of
our technology. </B></I></FONT></P>

<P><FONT SIZE=2>Our business may be
adversely affected by malicious software applications that make changes to
operating computers and interfere with our technology. These applications may
attempt to change users&#146; experience in using our virtual classrooms or teaching
modules at our learning centers, including changing configurations of our user
interface, or otherwise interfering with our ability to connect with users. The
interference may occur without disclosure to or consent from users, resulting
in a negative experience that users may associate with our solutions. These
software applications may be difficult or impossible to uninstall or disable,
may reinstall themselves and may circumvent other applications&#146; efforts to
block or remove them. If our efforts to combat these malicious software </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>7</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>applications are
unsuccessful, our reputation may be harmed, and users may be reluctant to use
our services. This could result in a decline in usage of our educational
services and corresponding revenues, which would have a material adverse effect
on our business, financial condition and results of operations. </FONT></P>

<P><FONT SIZE=2><I><B>If we fail to manage our growth
effectively, our business, financial condition and results of operations could
be materially adversely affected. </B></I></FONT></P>

<P><FONT SIZE=2>We have experienced, and
continue to experience, rapid growth in our operations and headcount, which has
placed, and will continue to place, significant demands on our management,
operational and financial infrastructure. If we do not effectively manage our
growth, the quality of our solutions and services could suffer, which could
negatively affect our brand and operating results. To effectively manage this
growth, we will need to continue to improve, among other things: </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="92%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>our information and
 communication systems to ensure that our operations are well coordinated and
 that we can effectively communicate with our growing base of franchisees and
 users; </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>our systems of internal
 controls to ensure timely and accurate reporting of all of our operations;
 and</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>our information technology
 infrastructure to maintain the effectiveness of our systems. </FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>In order to enhance and
improve these systems we will be required to make significant capital
expenditures and allocation of valuable management resources. If the
improvements are not implemented successfully, our ability to manage our growth
will be impaired and we may have to make additional expenditures to address
these issues, which could materially adversely affect our business, financial
condition and results of operations. </FONT></P>

<P><FONT SIZE=2><I><B>If we do not reach certain business
milestones, our largest shareholder would suffer contractual penalties which
would cause a significant change in the ownership of our outstanding shares.</B></I></FONT></P>

<P><FONT SIZE=2>Our largest shareholder,
Tsing Da Century Education Technology Co., Ltd., a Belize corporation
controlled by Zhang Hui, our chairman and CEO, has entered into a securities
escrow agreement with respect to the Escrowed Shares. If the Company&#146;s net
income for fiscal year 2011 is less than $13,500,000, the escrow agent shall
transfer to the investors of our September 2010 private placement, on a
pro-rata basis, an amount of Escrow Shares equal to the percentage of variation
from the 2011 performance threshold times the total number of Escrow Shares.
Any Escrow Shares not distributed to such investors following the release of
fiscal year 2011 information will be returned to Tsing Da Century Education
Technology Co., Ltd. Therefore, if we cannot meet these performance targets,
there may be a significant change in the ownership of our outstanding shares.</FONT></P>

<P><FONT SIZE=2><I><B>We may incur significant costs to ensure
compliance with United States corporate governance and accounting requirements.</B></I></FONT></P>

<P><FONT SIZE=2>We may incur significant
costs associated with our public company reporting requirements, costs
associated with newly applicable corporate governance requirements, including
requirements under the Sarbanes-Oxley Act of 2002, and other rules implemented
by the Securities and Exchange Commission. We expect all of the applicable
rules and regulations to significantly increase our legal and financial
compliance costs and to make some activities more time consuming and costly. We
also expect that these rules and regulations will make it more expensive for us
to obtain director and officer liability insurance, and we may be required to
accept reduced policy limits and coverage or incur substantially higher costs
to obtain the same or similar coverage. We currently estimate our annual costs
for such compliance to be approximately $280,000, however we cannot predict the
amount of future compliance costs or other additional costs we may incur or the
timing of such costs.</FONT></P>

<P><FONT SIZE=2>We are currently evaluating
and monitoring developments with respect to these newly applicable rules, and
we cannot predict or estimate the amount of additional costs we may incur or
the timing of such costs.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>8</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2><I><B>We are dependent upon key personnel and the
loss of key personnel, or the inability to hire or retain qualified personnel,
could have an adverse effect on our business and operations.</B></I></FONT></P>

<P><FONT SIZE=2>Our success is heavily
dependent on the continued active participation of our current executive
officers listed under &#147;Management.&#148; Loss of the services of one or more of our
officers could have a material adverse effect upon our business, financial
condition or results of operations. Further, our success and achievement of our
growth plans depend on our ability to recruit, hire, train and retain other
highly qualified technical and managerial personnel. Competition for qualified
employees among companies in the PRC is intense, and the loss of any of such
persons, or an inability to attract, retain and motivate any additional highly
skilled employees required for the expansion of our activities, could have a
materially adverse effect on us. The inability on our part to attract and
retain the necessary personnel and consultants and advisors could have a
material adverse effect on our business, financial condition or results of
operations.</FONT></P>

<P><FONT SIZE=2>As of December 31, 2010, we
had a total of approximately 276 employees in our offices in the PRC. However,
there can be no assurance that we will be able to maintain a prolonged good
relationship with our existing or ex-employees and that no labor disruptions
will occur in the future. Should any industrial action or labor unrest occur,
our business operations could be adversely affected. </FONT></P>

<P><FONT SIZE=2><I><B>Potential claims alleging infringement of
third party&#146;s intellectual property by us could harm our ability to compete and
result in significant expense to us and loss of significant rights.</B></I></FONT></P>

<P><FONT SIZE=2>Our operations are
technology driven, and we have sought patent and copyright protection for our
key software packages. However, we may confront, from time to time, third
parties that may assert patent, copyright, and other intellectual property
rights to these and other software packages which are important to our
business. Any claims that our products or processes infringe the intellectual
property rights of others, regardless of the merit or resolution of such
claims, could cause us to incur significant costs in responding to, defending,
and resolving such claims, and may divert the efforts and attention of our
management and technical personnel away from the business. As a result of such
intellectual property infringement claims, we could be required or otherwise
decide it is appropriate to pay third-party infringement claims; discontinue
using the technology or processes subject to infringement claims which would
include the software relating to our learning centers and virtual classrooms;
develop other technology not subject to infringement claims, which could be
time-consuming and costly or may not be possible; and/or license technology
from the third-party claiming infringement, which license may not be available
on commercially reasonable terms. The occurrence of any of the foregoing could result
in unexpected expenses or require us to recognize an impairment of our assets,
which would reduce the value of the assets and increase expenses. In addition,
if we are required to discontinue the use of existing software, our revenue
could be negatively impacted.</FONT></P>

<P><FONT SIZE=2><B>Risks Related to our Corporate Structure</B></FONT></P>

<P><FONT SIZE=2><I><B>Our principal shareholder is able to
control substantially all matters requiring a vote of our shareholders and its
interests may differ from the interests of our other shareholders. </B></I></FONT></P>

<P><FONT SIZE=2>Tsing Da Century Education
Technology Co., Ltd., a Belize corporation (not to be confused with Tsingda
Technology, a BVI corporation, which is our direct-wholly-owned subsidiary), is
our majority shareholder and beneficially owns approximately 33.8% of our
issued and outstanding Ordinary Shares. Mr. Zhang Hui, our Chairman and
President, is an officer and majority owner of this company. Therefore, Mr.
Zhang is able to exert substantial control on all matters requiring approval by
our shareholders, including the election of our directors and officers. This
concentration of ownership may also have the effect of discouraging, delaying
or preventing a future change of control, which could deprive our Shareholders
of an opportunity to receive a premium for their shares as part of a sale of
our company and might reduce the price of our shares.</FONT></P>

<P><FONT SIZE=2><I><B>The contractual agreements with Tsingda
Education are not as effective as direct ownership. Because we rely on Tsingda
Education for our revenue, any termination of, or disruption to, these contractual
arrangements could detrimentally affect our business. </B></I></FONT></P>

<P><FONT SIZE=2>Presently all of our
business operations are carried out by Tsingda Education, and its wholly owned
subsidiary, Tsingda Network. We do not own any equity interests in Tsingda
Education, but control and receive the economic </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>9</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>benefits of its business
operations through various contractual arrangements. Through these contractual
arrangements, we have the ability to substantially control the daily operations
and financial affairs of Tsingda Education, as we are able to appoint its
senior executives and approve all matters requiring shareholder approval.
Accordingly, we consolidate Tsingda Education results, assets and liabilities
in our financial statements. </FONT></P>

<P><FONT SIZE=2>However, these contractual
agreements may be terminated under certain circumstances. Generally the PRC has
substantially less experience related to the enforcement of contractual rights
through its judiciary or the arbitration process as compared to the United
States or the Cayman Islands. This inexperience presents the risk that the
judiciary or arbitrators in the PRC may be reluctant to enforce contractual
rights, interpret these rights and remedies differently than what was intended
by the parties to the agreements, or find that such contractual agreements do
not comply with restrictions in current PRC laws. A PRC court may also set
aside an arbitration award by reason of any defect the court considers to be
present in the arbitration proceeding, remedies at law may not be adequate and
a PRC court may not order specific performance. In addition, any legal
proceeding may result in substantial costs, disruptions to our business, damage
to our reputation and diversion of our resources.</FONT></P>

<P><FONT SIZE=2>If Tsingda Education or its
Shareholders fail to perform their obligations under the contractual
arrangements, we may have to rely on legal remedies under PRC laws, including
seeking specific performance or injunctive relief, and claiming damages, and
there is a risk that we may be unable to obtain these remedies. Therefore our
contractual arrangements may not be as effective in providing control over
Tsingda Education as direct ownership. Because we rely on Tsingda Education for
our revenue, any termination of or disruption to these contractual arrangements
could detrimentally affect our business.</FONT></P>

<P><FONT SIZE=2><I><B>If the PRC government determines that our
agreements with these companies are not in compliance with applicable
regulations, our business in the PRC could be adversely affected. </B></I></FONT></P>

<P><FONT SIZE=2>The Chinese government
restricts foreign investment in education and Internet-related businesses,
including distribution of content over the Internet. We cannot be sure that the
PRC government would view our operating arrangements to be in compliance with
PRC licensing, registration, restrictions on foreign investment or other
regulatory requirements, including without limitation the requirements
described in the &#147;Government Regulations&#148; section of this prospectus. If we are
determined not to be in compliance, the PRC government could levy fines, revoke
our business and operating licenses, require us to discontinue or restrict our
operations, restrict our right to collect revenues, block our website, require
us to restructure our business, corporate structure or operations, impose
additional conditions or requirements with which we may not be able to comply,
impose restrictions on our business operations or on our customers, or take
other regulatory or enforcement actions against us that could be harmful to our
business. We may also encounter difficulties in obtaining performance under or
enforcement of related contracts. </FONT></P>

<P><FONT SIZE=2>In addition, our agreements
are governed by the PRC laws and regulations. PRC laws and regulations
concerning the validity of the contractual arrangements are uncertain, as many
of these laws and regulations are relatively new and may be subject to change,
and their official interpretation and enforcement by the PRC government may
involve substantial uncertainty. </FONT></P>

<P><FONT SIZE=2><I><B>We may not be able to consolidate the
financial results of some of our affiliated companies or such consolidation
could materially adversely affect our operating results and financial
condition.</B></I></FONT></P>

<P><FONT SIZE=2>All of our business is
conducted through Tsingda Education which currently is considered for
accounting purposes a variable interest entity (&#147;VIE&#148;), and we are considered
the primary beneficiary, enabling us to consolidate&nbsp;our financial results
in our consolidated financial statements. We have also received a legal opinion
from our PRC legal counsel that the VIE Agreements are valid and enforceable
under PRC Laws. In the event that in the future a company we hold as a VIE
would no longer meet the definition of a VIE, or we are deemed not to be the
primary beneficiary, we would not be able to consolidate line by line that
entity&#146;s financial results in our consolidated financial statements for PRC
purposes. Also, if in the future an affiliate company becomes a VIE and we
become the primary beneficiary, we would be required to consolidate that
entity&#146;s financial results in our consolidated financial statements for PRC
purposes. If such entity&#146;s financial results were negative, this could have a
corresponding negative impact on our operating results for PRC purposes.
However, any material variations in the accounting principles, practices and
methods used in preparing financial statements for PRC purposes from the
principles,</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>10</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>practices and methods
generally accepted in the United States and in the SEC accounting regulations
must be discussed, quantified and reconciled in financial statements for United
States and SEC purposes.</FONT></P>

<P><FONT SIZE=2><I><B>We rely on certain contractual agreements
between Tsingda Management and Tsingda Education, and if any of these
agreements are terminated or unenforceable, our business and operations will be
materially and adversely affected. In the event of termination or
unenforceability of any of these agreements, our financial condition, results
of operations and future growth prospects may be materially harmed.</B></I></FONT></P>

<P><FONT SIZE=2>We rely on the VIE
Agreements between our wholly-owned subsidiary, Tsingda Management, and our
variable interest entity, Tsingda Education to control Tsingda Education. </FONT></P>

<P><FONT SIZE=2>Under the terms of the
exclusive consulting services agreement, Tsingda Management has the exclusive
right to provide business consulting and related services to Tsingda Education
in connection with its business operations. Under this agreement, Tsingda
Management owns the intellectual property rights arising from the performance
of these services, including, but not limited to, any trade secrets, copyrights,
patents, know-how, unpatented methods and processes and otherwise, whether
developed by Tsingda Management or Tsingda Education based on Tsingda
Management&#146;s provision of such services under the agreement. Tsingda Education
pays quarterly consulting service fees to Tsingda Management that are equal
100% of Tsingda Education&#146;s total net profit for such quarter. The consulting
services agreement is in effect from April 26, 2010 and continues indefinitely
unless terminated by (a) Tsingda Management upon a material breach by Tsingda
Education; (b) bankruptcy by either Tsingda Management or Tsingda Education;
(c) by either Tsingda Management or Tsingda Education in the event Tsingda
Management ceases operations or (d) by either Tsingda Management or Tsingda Education
in the event circumstances arise which materially adversely affects the
performance of either party under the consulting agreement. Because 100% of our
revenues are generated from Tsingda Education pursuant to this agreement, if
this agreement is terminated or not enforceable, we will not be able to
generate any revenues.</FONT></P>

<P><FONT SIZE=2>Under the terms of the
operating agreement by and among Tsingda Management, Tsingda Education and the
shareholders of Tsingda Education, Tsingda Management has the right to direct the
corporate policies regarding Tsingda Education&#146;s daily operations and financial
management, including the power to appoint the members of Tsingda Education&#146;s
board of directors as well as its executive officers. The operating agreement
is effective for an indefinite term under the laws of the PRC, and may only be
terminated by Tsingda Management. Because we rely on the operating agreement to
control the business operations of Tsingda Education, if this agreement is
terminated or not enforceable, we may lose the ability to control the
management and operations of Tsingda Education.</FONT></P>

<P><FONT SIZE=2>Under the terms of the
equity pledge agreement, Tsingda Education pledged all of its assets to Tsingda
Management for a term of two years following Tsingda Education meeting all of
its obligations under the consulting services agreement. If this agreement is
terminated or not enforceable, we may not have any adequate security or remedy
against Tsingda Education should Tsingda Education breach its obligations under
the consulting services agreement.</FONT></P>

<P><FONT SIZE=2>Under the terms of the
voting rights agreement by and among Tsingda Management, Tsingda Education and
the shareholders of Tsingda Education, the shareholders of Tsingda Education
irrevocably grant and entrust Tsingda Management, for the maximum period of
time permitted by PRC law, all voting rights in Tsingda Education. Because we
rely on the voting rights agreement to vote on all matters submitted to Tsingda
Education&#146;s shareholders for their approval, if this agreement is terminated or
not enforceable, shareholders of Tsingda Education may take shareholder
initiatives that may not be in our best interests.</FONT></P>

<P><FONT SIZE=2>Under the terms of the
option agreement by and among Tsingda Management, Tsingda Education and the
shareholders of Tsingda Education, Tsingda Management has the option to
purchase from the shareholders of Tsingda Education, all the outstanding shares
of Tsingda Education. The option agreement is effective for the maximum period
allowable under the laws of the PRC, and may only be terminated by Tsingda
Management. In the event we are not able to control Tsingda Education through
our other contractual arrangement, we would need to rely on the option
agreement to purchase all the outstanding shares of Tsingda Education. In such
an event, if the option agreement is terminated or not enforceable, then we may
lose control of Tsingda Education.</FONT></P>

<P><FONT SIZE=2><B>Risks Related to Doing Business in China</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>11</FONT></P>

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<P><FONT SIZE=2><I><B>PRC economic, political and social
conditions, as well as changes in any government policies, laws and regulations,
could adversely affect the overall economy in China or the prospects of the
education market, which in turn could adversely affect our business.</B></I></FONT></P>

<P><FONT SIZE=2>Substantially all of our
operations are conducted in China, and substantially all of our revenues are
derived from China. Accordingly, our business, financial condition, results of
operations, prospects and certain transactions we may undertake are subject, to
a significant extent, to economic, political and legal developments in China.</FONT></P>

<P><FONT SIZE=2>The PRC economy differs from
the economies of most developed countries in many respects, including the
amount of government involvement, level of development, growth rate, control of
foreign exchange and allocation of resources. While the PRC economy has
experienced significant growth in the past two to three decades, growth has
been uneven, both geographically and among various sectors of the economy.
Demand for our services may depend, in large part, on economic conditions in
China. Any slowdown in China&#146;s economic growth may cause families to reduce the
use of our services for their children, which in turn could reduce our net
revenues.</FONT></P>

<P><FONT SIZE=2>Although the PRC economy has
been transitioning from a planned economy to a more market-oriented economy
since the late 1970s, the PRC government continues to play a significant role
in regulating industry development by imposing ongoing policies. The PRC
government also exercises significant control over China&#146;s economic growth
through the allocation of resources, controlling the incurrence and payment of
foreign currency-denominated obligations, setting monetary policy and providing
preferential treatment to particular industries or companies. Changes in any of
these policies, laws and regulations could adversely affect the overall economy
in China or the prospects of the education market, which could harm our
business.</FONT></P>

<P><FONT SIZE=2>The PRC government has
implemented various measures to encourage foreign investment and sustainable
economic growth and to guide the allocation of financial and other resources,
which have for the most part had a positive effect on our business and growth.
However, we cannot assure you that the PRC government will not repeal or alter
these measures or introduce new measures that will have a negative effect on
us.</FONT></P>

<P><FONT SIZE=2>China&#146;s social and political
conditions are also not as stable as those of the United States and other
developed countries. Any sudden changes to China&#146;s political system or the
occurrence of widespread social unrest could have negative effects on our
business and results of operations. In addition, China has tumultuous relations
with some of its neighbors and a significant further deterioration in such
relations could have negative effects on the PRC economy and lead to changes in
governmental policies that would be adverse to our business interests</FONT></P>

<P><FONT SIZE=2><I><B>Failure to comply with the United States
Foreign Corrupt Practices Act could subject us to penalties and other adverse
consequences.</B></I></FONT></P>

<P><FONT SIZE=2>We are subject to the United
States Foreign Corrupt Practices Act, which generally prohibits United States
companies from engaging in bribery or other prohibited payments to foreign
officials for the purpose of obtaining or retaining business. Foreign
companies, including some that may compete with us, are not subject to these
prohibitions. Corruption, extortion, bribery, pay-offs, theft and other
fraudulent practices occur from time-to-time in the PRC. We can make no
assurance, however, that our employees or other agents&nbsp;will not engage in
such conduct for which we might be held responsible. To date, we have taken no
steps to prevent violations of the FCPA other than the adoption of a code of
ethics. Although we intend to adopt a code of ethics to ensure compliance with
the FCPA and Chinese anti-corruption laws by all individuals involved with our
company, our employees or other agents may engage in such conduct for which we
might be held responsible.&nbsp;If our employees or other agents are found to
have engaged in such practices, we could suffer severe penalties and other
consequences that may have a material adverse effect on our business, financial
condition and results of operations. </FONT></P>

<P><FONT SIZE=2><I><B>PRC regulations regarding offshore
financing activities by PRC residents have undertaken continuous changes which
may increase the administrative burden we face and create regulatory
uncertainties that could adversely affect our business. </B></I></FONT></P>

<P><FONT SIZE=2>On August 8, 2006, the PRC
Ministry of Commerce (&#147;MOFCOM&#148;), joined by the China Securities Regulatory
Commission (&#147;CSRC&#148;), the State Administration of Foreign Exchange (&#147;SAFE&#148;) as well
as other government agencies, released a Provisions for Foreign Investors to
Merge with or Acquire Domestic Enterprises (&#147;M&amp;A Regulation&#148;), which took
effect September 8, 2006 and was amended in 2009. These new rules significantly
revised </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>12</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>China&#146;s regulatory framework
governing onshore-to-offshore restructurings and foreign acquisitions of
domestic enterprises. These new rules reflect greater PRC government attention
to cross-border merger, acquisition and other investment activities, by
confirming MOFCOM as a key regulator for issues related to mergers and
acquisitions in China and requiring MOFCOM approval of a broad range of merger,
acquisition and investment transactions. According to the new M&amp;A
Regulation, a related-party acquisition in which an offshore Company-owned or
controlled by a PRC resident acquires a domestic company controlled by the same
PRC resident shall be subject to the approval of MOFCOM. Among other things,
the M&amp;A Regulation also included new provisions to require that the overseas
listing of an offshore company which is directly or indirectly controlled by a
PRC resident for the purpose of overseas listing of such PRC resident&#146;s
interests in a domestic company, known as a &#147;special purpose company&#148;, must
obtain the approval of CSRC prior to the listing. </FONT></P>

<P><FONT SIZE=2>We believe that our current
VIE structure avoids the acquisition transaction which is directly the target
under scrutiny of the M&amp;A Regulation, including the requirement of CSRC
approval. No PRC regulatory authority has stated that this type of structure is
subject to the M&amp;A Regulations and we know of no similar VIE structure that
has been reviewed under the M&amp;A Regulations. Thus, in its current practice,
it appears the M&amp;A Regulation does not apply to our corporate structure. </FONT></P>

<P><FONT SIZE=2>However, the application of
this M&amp;A Regulation remains uncertain since neither MOFCOM nor CSRC has
approved any Chinese company&#146;s foreign listing. There is no consensus currently
existing among the leading PRC law firms regarding the scope and applicability
of the MOFCOM or CSRC approval requirements. If the MOFCOM, CSRC or other PRC
regulatory body subsequently determines that the new M&amp;A Regulation applies
to our situation and CSRC&#146;s approval was required for this offering, we may
face sanctions by the MOFCOM, CSRC or other PRC regulatory agencies. In such
event, these regulatory agencies may impose fines and penalties on our
operations in the PRC, limit our operating privileges in the PRC, delay or
restrict the repatriation of funds to our offshore companies, or take other
actions that could have a material adverse effect on our business, financial
condition, results of operations, reputation and prospects, as well as the
trading price of our securities. </FONT></P>

<P><FONT SIZE=2><I><B>We may be subject to PRC penalties and may
be required to forfeit $100,000 if our PRC resident shareholders including
Zhang Hui, our chairman and CEO, and Liu Juntao, our Executive Vice President
do not obtain SAFE Circular 75 approval of their ownership of our shares.</B></I></FONT></P>

<P><FONT SIZE=2>Under PRC law, a PRC
resident is required to obtain approval from SAFE when such PRC resident
acquires securities of a foreign company. In that respect, all nineteen of our
PRC resident shareholders including Zhang Hui, our chairman and CEO, and Liu
Juntao, our Executive Vice President, are required to obtain SAFE approval of
the shares indirectly held by them. If they fail to obtain SAFE approval, we
may be subject to penalties under PRC law. Failure to obtain the approval may
result in restrictions on the Company, including prohibitions on the payment of
dividends and other distributions to its offshore affiliates and capital inflow
from the offshore entities. </FONT></P>

<P><FONT SIZE=2>We have requested our
shareholders and beneficial owners who may be subject to SAFE rules to make the
necessary applications, filings and amendments as required under SAFE rules. We
have advised these shareholders and beneficial owners to comply with the
relevant requirements. To date, the required filings are underway for all of
our PRC resident shareholders. However, we cannot provide any assurance that
all of our shareholders and beneficial owners who may be PRC residents will
comply with our request to make or obtain any applicable registrations or
comply with other requirements required by SAFE rules. Under the terms of our
Holdback Escrow Agreement, the failure or inability of Zhang Hui or Liu Juntao
(but not our other PRC resident shareholders) to make any required
registrations or comply with other requirements may result in the forfeiture of
$100,000 currently held in escrow for our benefit, may subject such
shareholders or beneficial owners to fines and legal sanctions and may also
limit our ability to contribute additional capital into or provide loans to our
PRC subsidiaries, limit the ability of our PRC subsidiaries to pay dividends or
otherwise distribute profits to us, or otherwise adversely affect us.</FONT></P>

<P><FONT SIZE=2><I><B>Under the EIT Law, we may be classified as
a &#147;resident enterprise&#148; of the PRC. Such classification could result in
unfavorable tax consequences to us and our non-PRC shareholders. </B></I></FONT></P>

<P><FONT SIZE=2>Under the EIT Law, an
enterprise established outside of China with &#147;de facto management bodies&#148;
within China is considered a &#147;resident enterprise,&#148; meaning that it can be
treated in a manner similar to a Chinese enterprise for enterprise income tax
purposes, although the dividends paid to one resident enterprise from another
may qualify as &#147;tax-exempt income.&#148; The implementing rules of the EIT Law
define de facto management as &#147;substantial and </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>13</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>overall management and
control over the production and operations, personnel, accounting, and
properties&#148; of the enterprise. The EIT Law and its implementing rules are
relatively new and ambiguous in terms of some definitions, requirements and
detailed procedures, and currently no official interpretation or application of
this new &#147;resident enterprise&#148; classification is available; therefore, it is
unclear how tax authorities will determine tax residency based on the facts of
each case. </FONT></P>

<P><FONT SIZE=2>We have been advised by our
PRC legal counsel that we are, under the EIT Law, likely to be classified as a
resident enterprise and that we are exempt from PRC income taxes because income
from equity investments (such as dividends and bonuses) between resident
enterprises is tax exempt.</FONT></P>

<P><FONT SIZE=2>If any PRC taxes apply to
our non-PRC shareholders, a non-PRC shareholder may be entitled to a reduced
rate of PRC taxes under an applicable income tax treaty and/or a foreign tax
credit against such shareholder&#146;s domestic income tax liability (subject to
applicable conditions and limitations). You should consult with your own tax
advisors regarding the applicability of any such taxes, the effects of any
applicable income tax treaties, and any available foreign tax credits. In the
event we become subject to the EIT Laws, our tax obligations can be expected to
increase, which would adversely affect our net income, results of operations
and future growth prospects.</FONT></P>

<P><FONT SIZE=2><I><B>Due to various restrictions under PRC laws
on the distribution of dividends by our PRC operating companies, we may not be
able to pay dividends to our shareholders. </B></I></FONT></P>

<P><FONT SIZE=2>The Wholly-Foreign Owned
Enterprise Law (1986), as amended and The Wholly-Foreign Owned Enterprise Law
Implementing Rules (1990), as amended and the Company Law of the PRC (2006)
contain the principal regulations governing dividend distributions by wholly
foreign owned enterprises. Under these regulations, wholly foreign owned
enterprises may pay dividends only out of their accumulated profits, if any,
determined in accordance with PRC accounting standards and regulations. Additionally,
such companies are required to set aside a certain amount of their accumulated
profits each year, if any, to fund certain reserve funds. These reserves are
not distributable as cash dividends except in the event of liquidation and
cannot be used for working capital purposes. Tsingda Education and Tsingda
Network&nbsp;are regulated by the laws governing foreign-invested enterprises
in the PRC. Accordingly, Tsingda Education and Tsingda Network are required to
allocate 10% of their after-tax profits based on PRC accounting standards each
year to their general reserves until the accumulated amount of such reserves
has exceeded 50% of their registered capital, after which no further allocation
is required to be made. If a company&#146;s legal accumulations fund is not
sufficient to make up for the losses of the company from the previous year, the
current year&#146;s profits are first used for making up the losses before the legal
accumulations funds is drawn. As of December 31, 2009, the registered capitals
of Tsingda Education and Tsingda Network are $4,421,156 and $588,235,
respectively, and both companies have made the required allocations to the
general reserves. These reserve funds, however, may not be distributed to
equity owners except in accordance with PRC laws and regulations.&nbsp;We
cannot assure you that the PRC government authorities will not request our
subsidiaries to use their after-tax profits for their own development and
restrict our subsidiaries&#146; ability to distribute their after-tax profits to us
as dividends.</FONT></P>

<P><FONT SIZE=2>The PRC government also
imposes controls on the conversion of RMB into foreign currencies and the
remittance of currencies out of the PRC. We may experience difficulties in
completing the administrative procedures necessary to obtain and remit foreign
currency for the payment of dividends from the Company&#146;s profits.</FONT></P>

<P><FONT SIZE=2>Furthermore, if our
subsidiaries or affiliates in China incur debt on their own in the future, the
instruments governing the debt may restrict its ability to pay dividends or
make other payments. If we or our subsidiaries are unable to receive all of the
revenues from our operations through these contractual or dividend
arrangements, we may be unable to pay dividends on our Ordinary Shares.</FONT></P>

<P><FONT SIZE=2><I><B>Changes in PRC regulations relating to
tuitions may adversely affect our business.</B></I></FONT></P>

<P><FONT SIZE=2>Currently, we are not
regulated by the Ministry of Education of the PRC due to the fact that we are a
non-accredited learning center and do not offer certification programs. The
types and amounts of fees charged by private schools offering certification
programs must be approved by the relevant governmental authority and be
publicly disclosed, and the types and amounts of fees charged by private
schools that do not offer certification programs need only be filed with the relevant
governmental authority and be publicly disclosed. If the PRC government decides
to regulate private schools which do not offer certification programs similar
to their regulations of certification programs, set </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>14</FONT></P>

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<P><FONT SIZE=2>limits on fees chargeable by
us, or impose a special tax on our business, such events could significantly
affect our operations. </FONT></P>

<P><FONT SIZE=2><I><B>You may experience difficulties in
effecting service of legal process, enforcing foreign judgments or bringing
original actions in China based on United States or other foreign laws against
us, our management or the experts named in this current report.</B></I></FONT></P>

<P><FONT SIZE=2>We conduct substantially all
of our operations in China and substantially all of our assets are located in
China. In addition, all of our senior executive officers reside within China.
As a result, it may not be possible to effect service of process within the
United States or elsewhere outside of China upon our senior executive officers,
including with respect to matters arising under U.S. federal securities laws or
applicable state securities laws. Moreover, our PRC counsel has advised us that
the PRC does not have treaties with the United States or many other countries
providing for the reciprocal recognition and enforcement of judgment of courts.</FONT></P>

<P><FONT SIZE=2><I><B>Governmental control of currency conversion
may affect the value of your investment.</B></I></FONT></P>

<P><FONT SIZE=2>The PRC government imposes
controls on the convertibility of RMB into foreign currencies and, in certain
cases, the remittance of currency out of China. We receive substantially all of
our revenues in RMB. Under our current structure, our income is primarily
derived from Tsingda Education. Shortages in the availability of foreign
currency may restrict the ability of our PRC subsidiaries and our affiliated
entity to remit sufficient foreign currency to pay dividends or other payments
to us, or otherwise satisfy their foreign currency denominated obligations.
Under existing PRC foreign exchange regulations, payments of current account
items, including profit distributions, interest payments and expenditures from
trade-related transactions, can be made in foreign currencies without prior
approval from the PRC State Administration of Foreign Exchange by complying
with certain procedural requirements. However, approval from appropriate
government authorities is required where RMB is to be converted into foreign
currency and remitted out of China to pay capital expenses such as the
repayment of bank loans denominated in foreign currencies. The PRC government
may also, at its discretion, restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control
system prevents us from obtaining sufficient foreign currency to satisfy our
currency demands, we may not be able to pay dividends in foreign currencies to
our shareholders.</FONT></P>

<P><FONT SIZE=2><I><B>Fluctuation in the value of RMB may have a
material adverse effect on your investment.</B></I></FONT></P>

<P><FONT SIZE=2>The value of RMB against the
U.S. dollar and other currencies may fluctuate and is affected by, among other
things, changes in political and economic conditions. Our revenues and costs
are mostly denominated in RMB, while a significant portion of our financial
assets are denominated in U.S. dollars. Our revenue is based entirely on that
generated by our affiliated entity in China. Any significant fluctuation in
value of RMB may materially and adversely affect our cash flows, revenues,
earnings and financial position, and the value of, and any dividends payable
on, our stock in U.S. dollars. For example, an appreciation of RMB against the
U.S. dollar would make any new RMB denominated investments or expenditures more
costly to us, to the extent that we need to convert U.S. dollars into RMB for
such purposes. An appreciation of RMB against the U.S. dollar would also result
in foreign currency translation losses for financial reporting purposes when we
translate our U.S. dollar denominated financial assets into RMB, as RMB is our
reporting currency.</FONT></P>

<P><FONT SIZE=2><I><B>We face risks related to health epidemics
and other outbreaks.</B></I></FONT></P>

<P><FONT SIZE=2>Our business could be
adversely affected by the effects of an epidemic or outbreak that will cause
social and economic disruptions in China, such as SARS or H1N1 flu. Any
prolonged recurrence of SARS, H1N1 or other adverse public health developments
in China may have a material adverse effect on our business operations as
schools may be closed for an extended period of time. For instance, health or
other government regulations adopted in response may require temporary closure
of our production facilities or of our offices. Such closures would severely
disrupt our business operations and adversely affect our results of operations.
We have not adopted any written preventive measures or contingency plans to
combat any future outbreak of SARS, H1N1 or any other epidemic.</FONT></P>

<P><FONT SIZE=2><B>Risks Related to an Investment in Our Securities</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>15</FONT></P>

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<P><FONT SIZE=2><I><B>We are not listed or quoted on any exchange
and we may never obtain such a listing or quotation. </B></I></FONT></P>

<P><FONT SIZE=2>There is presently no public
market in our shares and there may never be a market for our stock. Stock held
by our shareholders may have little or no value. We cannot guarantee that our
stock will be listed on a securities exchange or if a market for our stock
listed will ever develop. Even if our shares are quoted for sale, buyers may be
insufficient in numbers to allow for a robust market, and therefore, it may
prove impossible to sell your shares.</FONT></P>

<P><FONT SIZE=2><I><B>To date, we have not paid any cash
dividends and no cash dividends will be paid in the foreseeable future.</B></I></FONT></P>

<P><FONT SIZE=2>We do not anticipate paying
cash dividends on our Ordinary Shares in the foreseeable future and we may not
have sufficient funds legally available to pay dividends. Even if the funds are
legally available for distribution, we may nevertheless decide not to pay any
dividends. We intend to retain all earnings from our operations.</FONT></P>

<P><FONT SIZE=2><I><B>The market price for our Ordinary Shares
may be highly volatile. </B></I></FONT></P>

<P><FONT SIZE=2>The market price of our
Ordinary Shares, if one every develops, may be volatile due to certain factors,
including, but not limited to, market trends in PRC stock generally; the
limited number of free trading shares; quarterly fluctuations in our financial
and operating results; general conditions in the PRC market; or changes in
earnings estimates. Such volatility may make it more difficult, if not
impossible, to sell your shares in such quantity or at such price as or when
you determine. This volatility can be expected to harm our stock price, our
ability to raise money in capital markets and our future growth prospects.</FONT></P>

<P><FONT SIZE=2><I><B>If our Ordinary Shares become subject to
the SEC&#146;s penny stock rules, broker-dealers may experience difficulty in
completing customer transactions and trading activity in our securities may be
adversely affected. </B></I></FONT></P>

<P><FONT SIZE=2>If the NYSE Amex delists our
Ordinary Shares from trading on its exchange and if the trading price of our
Ordinary Shares is below $5 per share, the open-market trading of our Ordinary
Shares will be subject to the &#147;penny stock&#148; rules. The &#147;penny stock&#148; rules
impose additional sales practice requirements on broker-dealers who sell
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination
for the purchase of securities and have received the purchaser&#146;s written
consent to the transaction before the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the broker-dealer must
deliver, before the transaction, a disclosure schedule prescribed by the
Securities and Exchange Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. These additional burdens
imposed on broker-dealers may restrict the ability or decrease the willingness
of broker-dealers to sell our Ordinary Shares, and may result in decreased
liquidity for our Ordinary Shares and increased transaction costs for sales and
purchases of our Ordinary Shares as compared to other securities.</FONT></P>

<P><FONT SIZE=2>The market price for our
Ordinary Shares may be volatile and subject to wide fluctuations in response to
factors including the following:</FONT></P>

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 </TD>
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 <P><FONT SIZE=2>&#149;</FONT></P>
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 <P><FONT SIZE=2>actual or anticipated
 fluctuations in our quarterly operating results;</FONT></P>
 </TD>
 </TR>
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 </TD>
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 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
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 <P><FONT SIZE=2>changes in financial
 estimates by securities research analysts;</FONT></P>
 </TD>
 </TR>
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 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
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 <P><FONT SIZE=2>announcements by us or our
 competitors of new products, acquisitions, strategic partnerships, joint
 ventures or capital commitments;</FONT></P>
 </TD>
 </TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2>16</FONT></P>

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<BR>

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 <P><FONT SIZE=2>&#149;</FONT></P>
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 <P><FONT SIZE=2>addition or departure of
 key personnel;</FONT></P>
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 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
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 <P><FONT SIZE=2>fluctuations of exchange
 rates between RMB and the U.S. dollar;</FONT></P>
 </TD>
 </TR>
 <TR>
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 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>intellectual property
 litigation;and</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>general economic or
 political conditions in China.</FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>In addition, the securities
market has from time to time experienced significant price and volume
fluctuations that are not related to the operating performance of particular
companies. These market fluctuations may also materially and adversely affect
the market price of our stock.</FONT></P>

<P><FONT SIZE=2><I><B>We may need additional capital, and the
sale of additional shares or other equity securities could result in additional
dilution to our shareholders.</B></I></FONT></P>

<P><FONT SIZE=2>We believe that our current
cash and cash equivalents, anticipated cash flow from operations and the net
proceeds from the private placement of Ordinary Shares on September 16, 2010
will be sufficient to meet our anticipated cash needs for the near future. We
may, however, require additional cash resources due to changed business
conditions or other future developments, including any investments or
acquisitions we may decide to pursue. If our resources are insufficient to
satisfy our cash requirements, we may seek to sell additional equity or debt
securities or obtain a credit facility. The sale of additional equity
securities could result in additional dilution to our shareholders. The
incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict our
operations. We cannot assure you that financing will be available in amounts or
on terms acceptable to us, if at all.</FONT></P>

<P><FONT SIZE=2><I><B>If we fail to maintain an effective system
of internal controls, we may not be able to accurately report our financial
results or prevent fraud.</B></I></FONT></P>

<P><FONT SIZE=2>We are subject to reporting
obligations under the U.S. securities laws. The SEC, as required by Section 404
of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company
to include a management report on such company&#146;s internal controls over
financial reporting in its annual report, which contains management&#146;s
assessment of the effectiveness of our internal controls over financial
reporting.</FONT></P>

<P><FONT SIZE=2>Our reporting obligations as
a public company will place a significant strain on our management, operational
and financial resources and systems for the foreseeable future. Effective
internal controls, particularly those related to revenue recognition, are
necessary for us to produce reliable financial reports and are important to
help prevent fraud. As a result, our failure to achieve and maintain effective
internal controls over financial reporting could result in the loss of investor
confidence in the reliability of our financial statements, which in turn could
harm our business and negatively impact the trading price of our stock.
Furthermore, we anticipate that we will incur considerable costs and use
significant management time and other resources in an effort to comply with
Section 404 and other requirements of the Sarbanes-Oxley Act.</FONT></P>

<P><FONT SIZE=2>Currently, none of our
employees, including our Chief Financial Officer, who is responsible for
preparing and supervising the preparation of our financial statements, have any
formal training in U.S. GAAP or SEC rules and regulations. The Company&#146;s
Management We prepare our financial statements and rely exclusively on our
independent accountants and our outside counsel for advice with respect to U.S.
GAAP and SEC rules and regulations. Therefore, there is a risk that our current
or future financial statements may not be properly prepared in accordance with
U.S. GAAP or that our current or future disclosures are not in compliance with
SEC rules and regulations.</FONT></P>

<P><FONT SIZE=2><I><B>We may be classified as a passive foreign
investment company, which could result in adverse U.S. federal income tax
consequences to U.S. holders of our ordinary shares.</B></I></FONT></P>

<P ALIGN=CENTER><FONT SIZE="2">17 </FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>Based upon the projected
composition of our income and valuation of our assets, including goodwill, and
although it is not clear how the contractual arrangements with Tsingda
Education will be treated for purposes of the passive foreign investment
company rules, we do not expect to be a passive foreign investment company, or
PFIC, for U.S.&nbsp;federal income tax purposes for our current taxable year
ending December 31, 2011. However, we must make a separate determination each
year as to whether we are a PFIC after the close of each taxable year. A
non-U.S.&nbsp;corporation will be considered a PFIC for any taxable year if
either (i)&nbsp;at least 75% of its gross income is passive income or
(ii)&nbsp;at least 50% of the value of its assets (based on an average of the
quarterly values of the assets during the taxable year) is attributable to assets
that produce or are held for the production of passive income. Because we
expect to continue to hold a substantial amount of cash and other passive
assets following this offering, and because the determination of whether we are
a PFIC will depend on the character of our income and assets and the value of
our assets from time to time, which may be based in part on the market price of
our Ordinary Shares, we cannot assure you that we will not be a PFIC for our
current taxable year ending December 31, 2011 or any future taxable year. If we
were treated as a PFIC for any taxable year during which a U.S.&nbsp;Holder (as
defined below) held an Ordinary Share, certain adverse U.S.&nbsp;federal income
tax consequences could apply to such U.S.&nbsp;Holder. See &#147;Taxation&nbsp;&#151;
U.S. Federal Income Taxation of U.S. Holders&nbsp;&#151; Passive Foreign Investment
Company Status and Significant Tax Consequences&#148;. </FONT></P>

<P><FONT SIZE=2><I><B>Volatility in the price of our Ordinary
Shares may subject us to securities litigation.</B></I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
market for our Ordinary Shares may be characterized by significant price
volatility, and we expect that our share price will continue to be more
volatile than a seasoned issuer for the indefinite future. In the past,
plaintiffs have often initiated securities class action litigation against a
company following periods of volatility in the market price of its securities.
We may, in the future, be the target of similar litigation. Securities
litigation could result in substantial costs and liabilities and could divert
management&#146;s attention and resources.</FONT></P>

<P><FONT SIZE=2><I><B>Our Ordinary Shares may be thinly traded
and you may be unable to sell at or near ask prices, or at all, if you need to
sell your shares to raise money or otherwise desire to liquidate your shares.</B></I></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have applied to have our Ordinary Shares listed on the NYSE Amex. Our Ordinary
Shares may be &#147;thinly-traded&#148;, meaning that the number of persons interested in
purchasing our Ordinary Shares at or near bid prices at any given time may be
relatively small or non-existent. This situation may be attributable to a
number of factors, including the fact that we are a small company which is
relatively unknown to stock analysts, stock brokers, institutional investors
and others in the investment community that generate or influence sales volume,
and that even if we came to the attention of such persons, they tend to be
risk-averse and might be reluctant to follow an unproven company such as ours
or purchase or recommend the purchase of our shares until such time as we
became more seasoned. As a consequence, there may be periods of several days or
more when trading activity in our shares is minimal or non-existent, as
compared to a seasoned issuer which has a large and steady volume of trading
activity that will generally support continuous sales without an adverse effect
on share price. We cannot give you any assurance that a broad or active public
trading market for our Ordinary Shares will develop or be sustained.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>18</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P ALIGN=CENTER><FONT SIZE=2><B>U<A NAME="c65784a004_v1"></A>SE OF PROCEEDS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
will not receive any of the proceeds from the sale of Ordinary Shares
registered hereunder. All expenses of the registration of the shares will be
paid by the Company.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>S<A NAME="c65784a005_v1"></A>ELLING
STOCKHOLDERS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
prospectus relates to the Ordinary Shares that are being registered for
reoffers and resales by selling stockholder(s) who have acquired or may acquire
shares pursuant to the Plan. Offers and sales by selling stockholder(s) who are
our &#147;affiliates&#148; (as such term is defined in Rule 405 under the Securities Act)
are also covered by this prospectus.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholder is our current Chief Financial Officer who has acquired or
may acquire in the future Ordinary Shares under the Plan. The selling
stockholders may, from time to time, resell all, a portion or none of the
Ordinary Shares covered by this prospectus. The following table sets forth
information as of May 9, 2011 with respect to &#147;beneficial&#148; ownership (within
the meaning of Rule 13d-3 under the Exchange Act of 1934) of our Ordinary
Shares by each selling stockholder who is an affiliate and whose identity is
known as of the date of this prospectus. There is no assurance that any of the
selling stockholders will sell any or all of the shares offered by them under
this registration statement. The address for each selling stockholders listed
below is c/o Tsingda eEdu Corporation, Sanlitun SOHO, Building A, 11th Floor,
No.8 Workers Stadium North Road, Chaoyang District, Beijing, China 100027.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
changed information will be set forth in an amendment to the registration
statement or supplement to this prospectus, to the extent required by law.</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="99%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="22%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="14%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="10%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="10%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="13%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="10%" VALIGN=BOTTOM>
 <P ALIGN=CENTER>&nbsp;</P>
 </TD>
 <TD WIDTH="1%" VALIGN=BOTTOM>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2><B>Name and address</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Position,<BR>
 Office or Other<BR>
 Material<BR>
 Relationship</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Total<BR>
 Number of<BR>
 Shares of<BR>
 common<BR>
 stock<BR>
 Beneficially<BR>
 Owned</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Number of<BR>
 Shares to<BR>
 be Offered<BR>
 for the Account of<BR>
 the Selling<BR>
 Stockholder</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Number&nbsp;of<BR>
 Shares to<BR>
 be<BR>
 Owned<BR>
 after this<BR>
 Offering</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2><B>Percentage<BR>
 to be Beneficially<BR>
 Owned<BR>
 after this Offering</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2>Kang Chungmai</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=CENTER><FONT SIZE=2>Chief <BR>
 Financial <BR>
 Officer and <BR>
 Secretary</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>300,000</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>300,000</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>0</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2>0</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=2><B>TOTAL</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2><B>300,000</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2><B>300,000</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2><B>0</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P ALIGN=RIGHT><FONT SIZE=2><B>0</B></FONT></P>
 </TD>
 <TD VALIGN=BOTTOM>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2>19</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P ALIGN=CENTER><FONT SIZE=2><B>P<A NAME="c65784a006_v1"></A>LAN OF DISTRIBUTION</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="92%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=TOP>
 <P><FONT SIZE=2>In this section of the prospectus, the term &#147;selling
 stockholder&#148; means and includes:</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>the persons identified in the table above as the
 selling stockholders; </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>those persons whose identities are not known as of
 the date hereof but may in the future be eligible to receive options under
 the Plan; and </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>any of the donees, pledgees, distributees,
 transferees or other successors in interest of those persons referenced above
 who may: (a)&nbsp;receive any of the Ordinary Shares offered hereby after the
 date of this prospectus and (b)&nbsp;offer or sell those shares hereunder. </FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Ordinary Shares offered by this prospectus may be sold from time to time
directly by the selling stockholders. Alternatively, the selling stockholders
may from time to time offer such shares through underwriters, brokers, dealers,
agents or other intermediaries. The selling stockholders as of the date of this
prospectus have advised us that there were no underwriting or distribution
arrangements entered into with respect to the Ordinary Shares offered hereby.
The distribution of the Ordinary Shares by the selling stockholders may be
effected: in one or more transactions that may take place on a recognized
securities exchange (including one or more block transaction) through customary
brokerage channels, either through brokers acting as agents for the selling
stockholders, or through market makers, dealers or underwriters acting as
principals who may resell these shares on a securities exchange; in
privately-negotiated sales; by a combination of such methods; or by other
means. These transactions may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at other
negotiated prices. Usual and customary or specifically negotiated brokerage
fees or commissions may be paid by the selling stockholders in connection with
sales of our Ordinary Shares. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholders may enter into hedging transactions with broker-dealers in
connection with distributions of the shares or otherwise. In such transactions,
broker-dealers may engage in short sales of the Ordinary Shares in the course
of hedging the positions they assume with the selling stockholders. The selling
stockholders also may sell shares short and redeliver the shares to close out
such short positions. The selling stockholders may enter into option or other
transactions with broker-dealers which require the delivery to the
broker-dealer of Ordinary Shares. The broker-dealer may then resell or
otherwise transfer such Ordinary Shares pursuant to this prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholders also may lend or pledge Ordinary Shares to a
broker-dealer. The broker-dealer may sell the Ordinary Shares so lent, or upon
a default the broker-dealer may sell the pledged Ordinary Shares pursuant to
this prospectus. Any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. There is no underwriter
or coordinating broker acting in connection with the proposed sale of Ordinary
Shares the selling stockholders. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although
the Ordinary Shares covered by this prospectus are not currently being
underwritten, the selling stockholders or their underwriters, brokers, dealers
or other agents or other intermediaries, if any, that may participate with the
selling security holders in any offering or distribution of Ordinary Shares may
be deemed &#147;underwriters&#148; within the meaning of the Act and any profits realized
or commissions received by them may be deemed underwriting compensation
thereunder. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>20</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
applicable rules and regulations under the Exchange Act of 1934, any person
engaged in a distribution of shares of the Ordinary Shares offered hereby may
not simultaneously engage in market making activities with respect to the
Ordinary Shares for a period of up to five days preceding such distribution.
The selling stockholders will be subject to the applicable provisions of the
Exchange Act of 1934 and the rules and regulations promulgated thereunder,
including without limitation Regulation M, which provisions may limit the
timing of purchases and sales by the selling stockholders. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
order to comply with certain state securities or blue sky laws and regulations,
if applicable, the Ordinary Shares offered hereby will be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
certain states, the Ordinary Shares may not be sold unless they are registered
or qualified for sale in such state, or unless an exemption from registration
or qualification is available and is obtained. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
will bear all costs, expenses and fees in connection with the registration of
the Ordinary Shares offered hereby. However, the selling stockholders will bear
any brokerage or underwriting commissions and similar selling expenses, if any,
attributable to the sale of the Ordinary Shares offered pursuant to this
prospectus. We have agreed to indemnify certain of the selling security holders
against certain liabilities, including liabilities under the Act, or to
contribute to payments to which any of those security holders may be required
to make in respect thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
can be no assurance that the selling stockholders will sell any or all of the
securities offered by them hereby. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>L<A NAME="c65784a007_v1"></A>EGAL MATTERS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
validity of the Ordinary Shares offered by this prospectus will be passed upon
for us by Stuarts Walker Hersant, Attorneys at Law, Grand Cayman, Cayman
Islands.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>E<A NAME="c65784a008_v1"></A>XPERTS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
consolidated financial statements of our company included in this prospectus
and in the registration statement have been audited by MaloneBailey LLP and
Jeffrey &amp; Company, each an independent registered public accounting firm,
to the extent and for the periods set forth in their report appearing elsewhere
herein and in the registration statement, and are included in reliance on such
report, given the authority of said firm as an expert in auditing and
accounting. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>I<A NAME="c65784a009_v1"></A>NCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents, heretofore filed by us with the U.S. Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, are hereby incorporated by reference, except as superseded or modified
herein: </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="92%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>the description of our Ordinary Shares contained in
 our Form 10 filed on December 4, 2006, and as it may be further amended from
 time to time, under the caption &#147;Description of Securities&#148;; and </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>&#149;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>all documents that we file with the Securities and
 Exchange Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
 Exchange Act of 1934 subsequent to the date of this registration statement
 and prior to the filing of a post-effective amendment to this registration
 statement that indicates that all securities offered under this prospectus
 have been sold, or that deregisters all securities then remaining unsold,
 will be deemed to be </FONT></P>
 </TD>
 </TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2>21</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="92%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>incorporated in this registration statement by
 reference and to be a part hereof from the date of filing of such documents. </FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
statement contained in a document we incorporate by reference will be modified
or superseded for all purposes to the extent that a statement contained in this
prospectus (or in any other document that is subsequently filed with the
Securities and Exchange Commission and incorporated by reference) modifies or
is contrary to that previous statement. Any statement so modified or superseded
will not be deemed a part of this prospectus except as so modified or
superseded. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
may request a copy of these filings at no cost (other than exhibits unless such
exhibits are specifically incorporated by reference) by writing or telephoning
us at the following address and telephone number: </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>Tsingda
eEdu Corporation<BR>
No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town, <BR>
Tongzhou District, Beijing, PR China<BR>
86 10-62690222/0288</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front page of those documents. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>W<A NAME="c65784a010_v1"></A>HERE YOU CAN FIND MORE INFORMATION</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have filed a registration statement with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the Ordinary
Shares offered by this prospectus. This prospectus is part of that registration
statement and does not contain all the information included in the registration
statement. For further information with respect to our Ordinary Shares and us,
you should refer to the registration statement, its exhibits and the material
incorporated by reference therein. Portions of the exhibits have been omitted
as permitted by the rules and regulations of the Securities and Exchange
Commission. Statements made in this prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete.
In each instance, we refer you to the copy of the contracts or other documents
filed as an exhibit to the registration statement, and these statements are
hereby qualified in their entirety by reference to the contract or document.
The registration statement may be inspected and copied at the public reference
facilities maintained by the Securities and Exchange Commission at Room 1024,
Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549 and the Regional
Offices at the Commission located in the Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and at 233 Broadway, New York, New
York 10279. Copies of those filings can be obtained from the Commission&#146;s
Public Reference Section, Judiciary Plaza, 100 F Fifth Street, N.E.,
Washington, D.C. 20549 at prescribed rates and may also be obtained from the
web site that the Securities and Exchange Commission maintains at
http://www.sec.gov. You may also call the Commission at 1-800-SEC-0330 for more
information. We file annual, quarterly and current reports and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information on file at the Commission&#146;s public
reference room in Washington, D.C. You can request copies of those documents
upon payment of a duplicating fee, by writing to the Securities and Exchange
Commission. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>22</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>
<P ALIGN=CENTER><FONT SIZE=2><B>D<A NAME="c65784a011_v1"></A>ISCLOSURE OF COMMISSION POSITION ON <BR>
INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS</B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
Articles and Memorandum of Association provides that all our directors,
officers, employees and agents shall be entitled to be indemnified by us to the
fullest extent permitted under the Laws of the Cayman Islands, provided that
they acted in good faith and that they reasoned their conduct or action was in,
or not opposed to, the best interest of our company. Our Articles and
Memorandum of Association provide for indemnification of our officers,
directors and others who become a party to an action on our behalf by us to the
fullest extent not prohibited under the Laws of the Cayman Islands. Further, we
maintain officer and director liability insurance. However, insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers, and controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of expenses
incurred or paid by a director, officer or controlling person in a successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to the court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>23</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>


<HR NOSHADE WIDTH=100% COLOR=BLACK SIZE=4 STYLE="MARGIN-TOP:5PX">
<HR NOSHADE WIDTH=100% COLOR=BLACK SIZE=1 STYLE="MARGIN-TOP:-10PX">


<P><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You
should rely only on the information contained in this document. We have not
authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document.</B></FONT></P>

<P STYLE='MARGIN-RIGHT:0IN; MARGIN-LEFT:0IN'><FONT SIZE=2><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additional
risks and uncertainties not presently known or that are currently deemed
immaterial may also impair our business operations. The risks and uncertainties
described in this document and other risks and uncertainties which we may face
in the future will have a greater impact on those who purchase our Ordinary
Shares. These purchasers will purchase our Ordinary Shares at the market price
or at a privately negotiated price and will run the risk of losing their entire
investment.</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><U><B>TSINGDA EEDU CORPORATION</B></U></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>1,000,000 shares<BR>
Ordinary Shares</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="100%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="20%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=CENTER><FONT SIZE=2><B>PROSPECTUS</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="20%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 </TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2><B> [&#151;], 2011</B></FONT></P>


<HR NOSHADE WIDTH=100% COLOR=BLACK SIZE=1 STYLE="MARGIN-TOP:5PX">
<HR NOSHADE WIDTH=100% COLOR=BLACK SIZE=4 STYLE="MARGIN-TOP:-10PX">


<P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P ALIGN=CENTER><FONT SIZE=2><B>PART II</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=2><B>INFORMATION NOT REQUIRED IN
PROSPECTUS</B></FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="10%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="90%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item&nbsp;3.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Incorporation
 of Documents by Reference </B></FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Included
in the prospectus which is part of this registration statement. </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="10%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="90%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item&nbsp;4.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Description
 of Securities </B></FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Included
in the prospectus which is part of this registration statement. </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="10%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="90%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item&nbsp;5.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Interests
 of Named Experts and Counsel. </B></FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;N/A.
</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="10%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="90%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item&nbsp;6.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Indemnification
 of Officers and Directors. </B></FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
Articles and Memorandum of Association provides that all our directors,
officers, employees and agents shall be entitled to be indemnified by us to the
fullest extent permitted under the Laws of the Cayman Islands, provided that
they acted in good faith and that they reasoned their conduct or action was in,
or not opposed to, the best interest of our company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
Articles and Memorandum of Association provide for indemnification of our
officers, directors and others who become a party to an action on our behalf by
us to the fullest extent not prohibited under the Cayman Islands. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable. </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="10%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="90%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item&nbsp;7.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Exemption
 from Registration Claimed. </B></FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
Ordinary Shares registered hereunder for reoffer or resale will be issued to
our employees, directors, or consultants pursuant to the Plan and a restrictive
legend shall be placed on the certificates for the Ordinary Shares purchased
and transfer stops are placed against such certificates. Such shares may only
be reoffered and sold pursuant to registration under the Act or pursuant to an
applicable exemption under the Act. As a result, such offers and sales are
exempt from the registration requirements of the Act pursuant to the provisions
of Section&nbsp;4(2) of the Act. </FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="10%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="90%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item 16.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Exhibits </B></FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following exhibits are filed with this Registration statement. </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="6%" VALIGN=TOP>
 <P ALIGN=RIGHT>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="85%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD COLSPAN=2 VALIGN=TOP>
 <P><FONT SIZE=2><B>Number</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Description</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD COLSPAN=2 VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=2> 4.1</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Registrant&#146;s 2011 Equity Incentive Plan</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=2> 5.1</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Opinion of Stuarts Walker Hersant, Attorneys at Law</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=2>23.1</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Consent of Stuarts Walker Hersant, Attorneys at Law
 (contained in Exhibit 5.1)</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=2>23.2</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Consent of MaloneBailey LLP</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P ALIGN=RIGHT><FONT SIZE=2>23.3</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Consent of Jeffrey &amp; Company LLP</FONT></P>
 </TD>
 </TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="10%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="90%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Item
 9.</B></FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2><B>Undertakings.</B></FONT></P>
 </TD>
 </TR>
</TABLE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="96%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>(a)</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>The undersigned registrant hereby undertakes:</FONT></P>
 </TD>
 </TR>
</TABLE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change
to such information in the registration statement.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)
That prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule&nbsp;145(c), such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)
That every prospectus (i)&nbsp;that is filed pursuant to paragraph&nbsp;(4)
immediately preceding, or (ii)&nbsp;that purports to meet the requirements of
Section&nbsp;10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule&nbsp;415, will be filed as a
part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)
That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant&#146;s annual report pursuant to
Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan&#146;s annual report pursuant to
Section&nbsp;15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7)
To respond to requests for information that is incorporated by reference into
the joint proxy statement/prospectus pursuant to Item 4, 10(b), 11 or 13 of
this form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8)
To supply by means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became effective.</FONT></P>

<P><FONT SIZE=2>(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.</FONT></P>

<P><FONT SIZE=2>(c) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant&#146;s annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan&#146;s annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.</FONT></P>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<P ALIGN=CENTER><FONT SIZE=2><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=2>Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Beijing, China, on the 25th day of May 2011. </FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="48%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="48%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD COLSPAN=2 VALIGN=TOP>
 <P><FONT SIZE=2><B>TSINGDA
 EEDU CORPORATION</B></FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>By:</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>/s/ Zhang Hui
 President</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Zhang Hui President, Chief Executive&nbsp;Officer, </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>(principal executive officer)</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>and Chairman of the Board of Directors</FONT></P>
 </TD>
 </TR>
</TABLE>
<P ALIGN=CENTER><FONT SIZE=2><B>POWER OF ATTORNEY</B></FONT></P>

<P><FONT SIZE=2>Pursuant to the requirements of the Securities Act,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Zhang Hui, and each of them individually, his or
her true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.</FONT></P>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="21%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="35%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="34%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Name</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Title</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Date </FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>/s/ Zhang Hui</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>President, Chief Executive Officer</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Zhang Hui</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>(principal executive officer) and</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>May 25, 2011</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Chairman of the Board of Directors</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>/s/ Liu Juntao</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Liu Juntao</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Executive Vice President and Director</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>May 25, 2011</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>/s/ Kang Chungmai</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Kang Chungmai</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Secretary and Chief Financial Officer</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>May 25, 2011</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>(principal accounting officer)</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
</TABLE>

<BR>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4><P ALIGN=LEFT STYLE='PAGE-BREAK-BEFORE: ALWAYS'></P><PAGE>

<BR>

<TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%">
 <TR STYLE="FONT-SIZE:1PX">
 <TD WIDTH="21%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="4%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="35%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="3%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 <TD WIDTH="34%" VALIGN=TOP>
 <P>&nbsp;</P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>/s/ Norm Klein</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Norm Klein</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Director</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>May 25, 2011</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>/s/ David Bolocan</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>David Bolocan</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Director</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>May 25, 2011</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>/s/ Bi Cheng</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>

 <HR SIZE=1 WIDTH="100%" NOSHADE COLOR=BLACK ALIGN=CENTER>

 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 </TR>
 <TR>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Bi Cheng</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>Director</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=1>&nbsp;</FONT></P>
 </TD>
 <TD VALIGN=TOP>
 <P><FONT SIZE=2>May 25, 2011</FONT></P>
 </TD>
 </TR>
</TABLE>

<BR>

<HR NOSHADE ALIGN=CENTER WIDTH="100%" SIZE=4>
</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "c65784_s-8.htm", "secsgml_size_bytes": 169965}]
{"company-data": {"conformed-name": "Tsingda eEDU Corp", "cik": "0001381790", "assigned-sic": "8200", "irs-number": "000000000", "state-of-incorporation": "E9", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-174576", "film-number": "11877619"}, "business-address": {"street1": "NO. 0620, YONGLEYINGSHIWENHUANAN RD.", "street2": "YONGLEDIAN TOWN, TONGZHOU DISTRICT", "city": "BEIJING", "state": "F4", "zip": "00000", "phone": "86-10-62690290"}, "mail-address": {"street1": "NO. 0620, YONGLEYINGSHIWENHUANAN RD.", "street2": "YONGLEDIAN TOWN, TONGZHOU DISTRICT", "city": "BEIJING", "state": "F4", "zip": "00000"}, "former-company": [{"former-conformed-name": "Tsingda eEdu Corp", "date-changed": "20101117"}, {"former-conformed-name": "Compass Acquisition CORP", "date-changed": "20061121"}]}
As filed with the Securities and Exchange
Commission on May 27, 2011
Registration No. 333-______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
 D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Tsingda eEdu Corporation
(Exact name of registrant as specified in charter)
Cayman Islands
(State or jurisdiction of incorporation or organization)
N/A
(I.R.S. Employer Identification No.)
No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town,
Tongzhou District, Beijing, PR China
86 10-62690222/0288
(Address including zip code, and telephone number of
registrant's principal executive offices)
Mr. Kang Chungmai
No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town,
Tongzhou District, Beijing, PR China
86 10-62690222/0288
(
Name, address, including zip code, and
telephone number of Agent for Service
)
with copies to:
Barry I. Grossman, Esq.
Adam Mimeles, Esq.
Ellenoff Grossman & Schole LLP
150 East 42nd Street, 11th Floor
New York, NY 10017
Tel. No: 212.370.1300 Fax No: 212.370.7889
Approximate
date of proposed sale to the public:
As soon as
practicable, after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the
following box.
o
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.
x
If
this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under
the Securities
Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
_________
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registrations
statement number of the earlier effective registration statement for the same
offering.
o
___________
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box.
o
CALCULATION OF REGISTRATION FEE
Title of each class
of securities
to be registered
Amount to be
registered
Proposed
maximum
offering price
per unit
Proposed
maximum
aggregate
offering
price
Amount of
registration fee
Ordinary Shares, par value
 $0.000384 per share
1,000,000
 shares
$
1.60
(1)
$
1,600,000
$
185.76
TOTAL
1,000,000
 shares
$
1.60
(1)
$
1,600,000
$
185.76
(1)
Estimated solely for purposes of
calculating the registration fee in accordance with Rule 457 under the Securities
Act of 1933 based on the price of our Ordinary Shares purchased in a private
placement of Units which closed on September 16, 2010. Currently, there is no
trading market for our Ordinary Shares.
Explanatory Note
This
registration statement on Form S-8 of Tsingda eEdu Corporation (this
"Registration Statement") has been prepared in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the "Securities Act")
to register up to 1,000,000 ordinary shares, par value $0.000384 per share (the
"Ordinary Shares"), to be issued under our 2011 Equity Incentive Plan to our
"affiliates" as such term is defined in Rule 405 under the Securities Act,
which shares constitute "control securities" as such term is defined in General
Instruction C to Form S-8.
The
materials that follow Part I and precede Part II of this Registration Statement
constitute a reoffer prospectus. The reoffer prospectus filed as part of this
Registration Statement on Form S-8 has been prepared in accordance with the
requirements of Part I of Form S-3 and in accordance with General Instruction C
of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan
 Information.*
Item 2.
Registrant
 Information and Employee Plan Annual Information.*
*
Information required by
 Part I to be contained in the Section 10(a) Prospectus is omitted from the
 Registration Statement in accordance with Rule 428 under the Securities Act
 of 1933, as amended.
Reoffer Prospectus
TSINGDA EEDU CORPORATION
1,000,000 Ordinary Shares
This
prospectus is being used in connection with the offering from time to time by
certain selling stockholders of our company or their successors in interest of
the Ordinary Shares issued or to be issued, or which may be acquired upon the
exercise of stock options issued or to be issued, pursuant to our 2011 Equity
Incentive Plan, which we refer to herein as the Plan.
The
Ordinary Shares may be sold from time to time by the selling stockholders or by
their pledgees, donees, transferees or other successors in interest. Unless and
until such time as the Company's ordinary shares are listed on a national
securities exchange or quoted on an over-the-counter market, such dispositions
by the selling shareholders, if any, will be made only at a price between $1.00
and $3.00. Thereafter, dispositions may be at fixed prices, at prevailing
market prices at the time of sale, at prices related to the prevailing market
price, at varying prices determined at the time of sale, or at negotiated
prices. When a trading market for the Ordinary Shares develops, the Ordinary
Shares may be sold by one or more of the following: (a) block trades in which
the broker or dealer so engaged will attempt to sell the shares as agent but
may position and resell portions of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchases. In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from selling stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, or
the "Act", in connection with such sales. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this prospectus. We will not receive any
of the proceeds from the sale of these shares, although we have paid the
expenses of preparing this prospectus and the related registration statement.
Our
headquarters are located at No. 0620, Yongleyingshiwenhuanan Rd., Yongledian
Town, Tongzhou District, Beijing, PR China, and our phone number is 86
10-62690222/0288.
Investing
in our Ordinary Shares involves a high degree of risk. See the section entitled
"Risk Factors" beginning on page 3 and in the documents incorporated by
reference herein before you decide to buy our Ordinary Shares.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 2, 2011
TABLE OF CONTENTS
Note on
 Forward Looking Statements
Prospectus Summary
1
Our Company
2
Risk Factors
6
Use of Proceeds
19
Selling Stockholders
19
Plan of Distribution
20
Legal Matters
21
Experts
21
Incorporation of Certain Documents By Reference
21
Where You Can Find More Information
22
Disclosure of Commission Position on Indemnification for Securities
 Law Violations
23
You
should rely only upon the information contained in this prospectus and the
registration statement of which this prospectus is a part. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume the
information appearing in this prospectus is accurate only as of the date on the
front cover of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date. This prospectus is
based on information provided by us and other sources that we believe are
reliable. We have summarized certain documents and other information in a
manner we believe to be accurate, but we refer you to the actual documents for
a more complete understanding of what we discuss in this prospectus. In making
an investment decision, you must rely on your own examination of our business
and the terms of the offering, including the merits and risks involved.
We
obtained statistical data, market data and other industry data and forecasts
used throughout, or incorporated by reference in, this prospectus from market
research, publicly available information and industry publications. Industry
publications generally state that they obtain their information from sources
that they believe to be reliable, but they do not guarantee the accuracy and
completeness of the information. Similarly, while we believe that the
statistical data, industry data and forecasts and market research are reliable,
we have not independently verified the data, and we do not make any
representation as to the accuracy of the information. We have not sought the
consent of the sources to refer to their reports appearing or incorporated by
reference in this prospectus.
This
prospectus contains, or incorporates by reference, trademarks, trade names,
service marks and service names of Tsingda eEdu Corporation and other
companies.
Please
see "Risk Factors" for additional risks which could adversely impact our
business and financial performance. Moreover, new risks emerge from time to
time and it is not possible for our management to predict all risks, nor can we
assess the impact of all risks on our business or the extent to which any risk,
or combination of risks, may cause actual results to differ from those
contained in any forward-looking statements. All forward-looking statements
included in this prospectus are based on information available to us on the
date of this prospectus. Except to the extent required by applicable laws or
rules, we undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained throughout this
prospectus.
-i-
P
ROSPECTUS SUMMARY
The following summary
highlights selected information contained in this prospectus. This summary does
not contain all the information you should consider before investing in the
securities. Before making an investment decision, you should read the entire
prospectus carefully, including the "Risk Factors" section, the financial
statements and the notes to the financial statements.
Except where the context
otherwise requires and for the purposes of this prospectus only:
•
"We," "us," "our company,"
 "our," and "the Company" refer to the combined business of Tsingda eEDU
 Corporation and its consolidated subsidiaries and affiliates, but do not
 include the shareholders of Tsingda eEDU Corporation;
•
"Tsingda Technology" refers
 to Tsing Da Century Education Technology Co. Ltd., a British Virgin Islands
 business company, which is our direct, wholly-owned subsidiary;
•
"Tsingda Management" refers
 to Beijing Tsingda Century Management Consulting Ltd., a wholly foreign owned
 enterprise incorporated under the laws of the PRC, which is our indirect,
 wholly-owned subsidiary;
•
"Tsingda Education" refers
 to Beijing Tsingda Century Investment Consultant of Education Co. Ltd., our
 contractually controlled affiliate and the PRC operating company;
•
"Tsingda Network" refers to
 Beijing Tsingda Century Network Technology Co. Ltd., a wholly owned
 subsidiary of Tsingda Education;
•
"China," "Chinese" and
 "PRC," refer to the People's Republic of China;
•
"Renminbi" and "RMB" refer
 to the legal currency of China; and
•
"U.S. dollars," "dollars"
 and "$" refer to the legal currency of the United States.
We effected a consolidation
of every three shares of our authorized share capital into 1 share on November
15, 2010. Unless otherwise stated, all share and per share amounts in this
prospectus have been adjusted to reflect post consolidation amounts.
1
Our Company
Business Overview
We are an online provider of
supplementary educational services in China. All of our courses are broadcast
online, and are consumed either in private or at one of our learning centers.
As of December 31, 2010, there were 2,346 Tsingda Learning Centers across
China, which includes 21 Company-owned learning centers and 2,325 franchised
learning centers. Since most of our learning centers are franchised locations,
we generate most of our revenues through franchise licensing fees and sales of
"e-cards" by franchisees to students, which are pre-paid "credit" cards used by
our students to purchase our individual courses. Our franchisees pay an initial
franchise licensing fee of between $7,000 and $10,000 per location depending on
franchise territory, and thereafter, franchisees pay an annual management fee
equal to 10% of their initial franchise licensing fee. A franchisee receives
e-cards from the Company with a face value equal to five times the amount of
franchise and management fees paid. Our franchisees also have the option to
purchase additional e-cards at the same 80% discount. Franchisees earn revenues
from the sale of e-cards to students at face value. In other words, for every
dollar spent by our students, our franchisees receive eighty cents. With
respect to the remaining twenty cents, the Company splits this on a 40%-60%
basis with teachers in connection with real-time courses and on a 90%-10% basis
with teachers in connection with pre-recorded courses. Factoring in the
discount taken by our franchisees and revenue splitting with our teachers, the
Company earns 18% of revenues generated from sales of e-cards used for
pre-recorded courses and 8% of revenues generated from sales of e-cards used
for real-time courses from revenues generated from the sale of e-cards. Each
e-card has a specific serial number, and our IT server tracks the opening and
usage of these cards in real time. We use this information in order to
accurately allocate revenues among teachers.
Our online educational
services consist of pre-recorded courses and a web based platform called the
"Tsingda Virtual Internet Classroom" where students and teachers can interact
remotely in either a one-on-one or classroom setting. As of December 31, 2010,
we had a total of 7,266,731 "registered" and 1,424,778 "active" students. Of
these students, 6,838,181 students are registered and 1,340,652 are active
through our learning centers, and 428,550 students are registered and 84,126
are active through our Tsingda Virtual Internet Classroom. We classify students
who have provided us with their personal information as "registered." Registered
students who have purchased an e-card or are using an e-card to purchase our
courses are classified as "active." Students who have purchased an e-card and
have not used an e-card for more than one year are de-classified from active
status and classified as registered. For fiscal year 2010, we generated
$27,447,545 in gross revenues, which represents an 87% increase from gross
revenues of $14,650,863 for fiscal year 2009. Our fiscal year 2010 pre-tax net
income was $12.1 million, which represents a 70.4% increase from pre-tax net
income of $7.1 million for fiscal year 2009.
On September 16, 2010, we
completed a unit financing with certain accredited investors pursuant to which
we received total gross proceeds of $9.6 million. Each unit consisted of one
ordinary share and a stock purchase warrant to purchase 35% of the number of
Ordinary Shares purchased in the financing. The warrant exercise price is $2.08
per share, subject to adjustment, and the warrant term is five (5) years.
On November 15, 2010, the
Company held a special meeting of its shareholders ("Special Meeting") at its
principal offices in Beijing, China, pursuant to the Notice of Special Meeting
of Shareholders. At the Special Meeting, 33,386,754 shares of the Company's
authorized share capital were represented in person or by proxy, which
constituted a quorum. At the Special Meeting, shareholders approved two
proposals (i) to change the corporate name from Compass Acquisition Corporation
to Tsingda eEDU Corporation and (ii) to affect a three-for-one (3 to 1)
consolidation of the Company's issued and outstanding Ordinary Shares and to
increase the amount of the Company's authorized Ordinary Shares from
thirty-nine million sixty-two thousand five hundred shares (39,062,500) to one
hundred million (100,000,000) shares. The name change of the Company to Tsingda
eEDU Corporation and the three-for-one consolidation and increase in the
Company's authorized share capital was effective immediately following
shareholder approval.
In November 2010 we began
offering live courses through our Company-owned learning centers which are all
located in Beijing. Depending on the initial response to these live courses, we
may consider expanding our live course offerings to Company-owned learning
centers in other first-tier cities. We do not intend to offer live courses
through our franchise-owned learning centers, nor do we intend that any of our
Company-owned learning centers will become solely dedicated to live course
offerings.
2
Live courses are taught on
either a one-to-one basis or with up to 10 students. As with all of our course
offerings, students purchase live courses by purchasing e-cards. Students can
choose any combination of live, online or pre-recorded courses for all of their
education needs. We charge more for live courses than for online or
pre-recorded courses. During the year ended December 31, 2010, revenue
generated from providing live courses was less than 1% of our total revenue.
Our headquarters are located
at No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town, Tongzhou District,
Beijing, PR China, our phone number is 86 10-62690222/0288, and our English
language web-site is www.eeduuol.com.
Our Target Demographic
The Peoples Republic of China
(PRC) represents approximately one quarter of the global population. According
to information published by the PRC government, our target population market as
of December 31, 2010 is approximately 360 million individuals. The group is
comprised of: infants and children below school age (6) - 160 million; primary
school students - 110 million; junior high school students - 60 million; and
senior high school students - 30 million.
Organizational History
We were organized under the
laws of the Cayman Islands on September 27, 2006. Tsingda Technology was
organized under the laws of British Virgin Islands on December 11, 2009.
Tsingda Management was organized under the laws of the PRC on November 26,
2007. Tsingda Education was organized under the laws of the PRC on October 23,
2003. Tsingda Network was organized under the laws of the PRC on February 14,
2004.
On May 24, 2010, we acquired
Tsingda Technology. The transaction was treated for accounting purposes as a
capital transaction and recapitalization by Tsingda Technology, the accounting
acquirer, and as a re-organization by Compass, the accounting acquiree. Compass
(now Tsingda eEdu Corporation) is the legal acquirer and Tsingda Technology the
legal acquiree.
Tsingda Technology owns 100%
of the issued and outstanding capital stock of Tsingda Management. On April 26,
2010, Tsingda Management entered into a series of contractual agreements with
Tsingda Education, and its shareholders, in which Tsingda Management assumed
management of the business activities of Tsingda Education. Namely, these contractual
agreements consist of: (i) a consulting services agreement, (ii) an operating
agreement, (iii) an equity pledge agreement, (iv) a voting rights proxy
agreement, and (v) an option agreement. We rely on these agreements to, among
other things, generate all our revenues, control the business activities of
Tsingda Education, appoint all of its executives, senior management and the
members of its board of directors, and at our option, purchase all the
outstanding equity of Tsingda Education. If one or more of these contractual
agreements are terminated or ruled unenforceable, we could lose control of
Tsingda Education, which will materially and adversely affect our revenues and
future growth prospects. See "Risk Factors" beginning on Page 8.
The Wholly-Foreign Owned
Enterprise Law (1986), as amended, and The Wholly-Foreign Owned Enterprise Law
Implementing Rules (1990), as amended and the Company Law of the PRC (2006),
contain the principal regulations governing dividend distributions by wholly
foreign owned enterprises. Under these regulations, wholly foreign owned
enterprises may pay dividends only out of their accumulated profits, if any,
determined in accordance with PRC accounting standards and regulations.
Additionally, such companies are required to set aside a certain amount of
their accumulated profits each year, if any, to fund certain reserves. These
reserves are not distributable as cash dividends except in the event of
liquidation and cannot be used for working capital purposes. The PRC central
government also imposes controls on the conversion of RMB into foreign
currencies and the remittance of currencies out of the PRC. We may experience
difficulties in completing the administrative procedures necessary to obtain
and remit foreign currency for the payment of dividends from the Company's
profits.
Furthermore, if our
subsidiaries or affiliates in China incur debt on their own in the future, the
instruments governing the debt may restrict its ability to pay dividends or
make other payments. If we or our subsidiaries are unable to receive all of the
revenues from our operations through these contractual or dividend
arrangements, we may be unable to pay dividends on our Ordinary Shares.
3
The risks described above and
other risks in connection with an investment in our securities are found in the
"Risk Factors" section beginning on page 6. You should carefully read and
consider the information in the "Risk Factors" section before making an
investment in our securities.
Corporate Structure
Our organization structure is
depicted below:
4
The Offering
Securities
 Offered
1,000,000 Ordinary Shares
Ordinary
 Shares outstanding before
the Offering
33,729,862 shares
Ordinary
 Shares to be outstanding
after the Offering:
34,729,862 shares
Use of
 proceeds:
We will not receive any
 proceeds from the sale of our Ordinary Shares by the selling stockholders.
Risk
 factors:
Investing in these
 securities involves a high degree of risk. As an investor you should be able
 to bear a complete loss of your investment. You should carefully consider the
 information set forth in the "Risk Factors" section beginning on page 6
 hereof.
5
R
ISK FACTORS
RISK FACTORS
An investment in our
Ordinary Shares is speculative and involves a high degree of risk and
uncertainty. You should carefully consider the risks described below, together
with the other information contained in this prospectus, including the
consolidated financial statements and notes thereto of our Company, before
deciding to invest in our Ordinary Shares. The risks described below are not
the only ones facing our Company. Additional risks not presently known to us or
that we presently consider immaterial may also adversely affect our Company. If
any of the following risks occur, our business, financial condition and results
of operations and the value of our Ordinary Shares could be materially and
adversely affected.
Risks Relating to Our Business
We have a limited operating history and we
may not be able to sustain the growth in our business.
Our limited operating
history and the early stage of development of the online education industry in
which we operate makes it difficult to evaluate our business and future
prospects. Although our annual growth rate of sales revenue from 2008 to 2009
and 2009 to 2010 was approximately 101% and 87% respectively, and our annual
growth rate of pre-tax income was approximately 77.9% and 70.4% during these
same periods, there is no assurance that we will be able to sustain such growth
in the future. We may have negative growth, which in turn may impair our
business operations and profitability. Furthermore, our largest shareholder,
Tsing Da Century Education Technology Co., Ltd., a Belize corporation
controlled by Zhang Hui, our chairman and CEO, has entered into a securities
escrow agreement with respect to the 6,000,000 Ordinary Shares (the "Escrowed
Shares") owned by it. If the Company's net income for the fiscal year 2011 is
less than $13,500,000, the escrow agent shall transfer to the investors in our
2010 private placement, on a pro-rata basis, an amount of Escrow Shares equal
to the percentage of variation from the 2011 performance threshold times the
total number of Escrow Shares. Any Escrow Shares not distributed to such
investors following the release of fiscal year 2011 information will be
returned to Tsing Da Century Education Technology Co., Ltd. Therefore, if we
cannot meet these performance targets, there may be a significant change in the
ownership of our outstanding shares.
The market for the services that we provide
is still emerging and evolving rapidly, and we may not be able to adapt our
business.
The market for educational
services is still evolving in the PRC. Our success will depend to a large
extent on the perceived benefit that our services provide to our customers, who
are mainly students. Therefore we will need to increase awareness of our
products, protect our reputation and develop customer loyalty among our
customers, anticipate and adapt to changing conditions in the markets in which
we operate.
Increased funding of educational programs
by the local or national government may negatively impact our business.
It is possible that
increased funding of educational programs would result in either greater
competition or reduced demand for our products and services. For example,
increased funding of educational programs may lead to nationwide student access
to online educational courses and services, as well as publicly available
state-sponsored learning centers. Increased online access could dramatically
increase the demand for online supplemental education, which could be expected
to lead to an increase in the number of private competitors we face. The
government may also determine to compete with us directly by offering
supplemental education services, and would be able to undercut our prices and
adversely affect the demand for our products and services.
Additional funding of education
may also reduce the overall demand for supplemental education in the event such
funds are used to better educate students in the primary and secondary schools.
To the extent the quality of education in schools increases, the need for
supplemental education may decrease. In any of such events, we would expect our
results of operations and future growth prospects to be harmed.
We may have difficulty executing our plan
to expand our business, which may negatively impact our operations.
6
In order to expand
our business operations we will need to (i) increase the number of our learning
centers, (ii) scale and adapt our existing network infrastructure to
accommodate increased systems traffic and (iii) increase our marketing efforts.
Through 2011, we expect to open approximately 600 additional franchised
locations. We plan on a broad scale brand promotion campaign, and we will need
significantly more computing power as traffic within our system increases and
our learning center locations expand. We will be required to spend significant
capital and resources to manage our additional franchises, execute our
promotional campaign and to purchase equipment, and upgrade our technology and
network infrastructure to handle increased Internet traffic. In this regard, we
have budgeted approximately $1.2 million for our marketing campaign,
approximately $1.4 million for IT expenditures, and approximately $1.8 million
to add and improve our course content. We expect to generate the funds
necessary for our expansion through our existing cash flow. If we fail to
expend sufficient capital to execute our growth strategy, our operating results
will be harmed.
Problems with content delivery services,
bandwidth providers, data centers or other third parties could harm our business,
financial condition or results of operations.
Our business relies
significantly on third-party vendors, such as data centers, content delivery
services and bandwidth providers. While no single vendor is material to our
operations, if any third-party vendor fails to provide their services or if
their services are no longer available to us for any reason and we are not
immediately able to find replacement providers, our business, financial
conditions or results of operations could be materially adversely affected.
Additionally, any disruption
in network access or related services provided by these third-party providers
or any failure of these third-party providers to handle current or higher
volumes of use could significantly harm our business operations. If our service
is disrupted, we may lose revenues due to our inability to provide services to
our franchised learning centers and we may be obligated to compensate these
franchisees for their loss. Our reputation also may suffer in the event of a
disruption. Any financial or other difficulties our providers face may
negatively impact our business and we are unable to predict the nature and
extent of any such impact. We exercise very little control over these
third-party vendors, which increases our vulnerability to problems with the
services they provide. Any errors, failures, interruptions or delays
experienced in connection with these third-party technologies and information
services could negatively impact our relationships with our franchisees and materially
adversely affect our brand reputation and our business, financial condition or
results of operations and expose us to liabilities to third parties.
Our data centers are vulnerable to natural
disasters, terrorism and system failures that could significantly harm our
business operations and lead to client dissatisfaction.
In delivering our solutions,
we are dependent on the operation of our data centers and bandwidth providers,
which are vulnerable to damage or interruption from earthquakes, terrorist
attacks, war, floods, fires, power loss, telecommunications failures, computer
viruses, computer denial of service attacks or other attempts to harm our
system, and similar events. We do not have insurance to cover any losses. Some
of our systems are not fully redundant, and our disaster recovery planning
cannot account for all eventualities. The occurrence of a natural disaster, a
terrorist attack, a provider's decision to close a facility we are using
without adequate notice or other unanticipated problems at our data centers
could result in lengthy interruptions in our service. Interruptions in our
service could reduce our revenues and profits, and our brand reputation could
be damaged if customers believe our system is unreliable, which could have a material
adverse affect on our business, financial condition and results of operations.
Our business may be adversely affected by
malicious third-party software applications that interfere with the function of
our technology.
Our business may be
adversely affected by malicious software applications that make changes to
operating computers and interfere with our technology. These applications may
attempt to change users' experience in using our virtual classrooms or teaching
modules at our learning centers, including changing configurations of our user
interface, or otherwise interfering with our ability to connect with users. The
interference may occur without disclosure to or consent from users, resulting
in a negative experience that users may associate with our solutions. These
software applications may be difficult or impossible to uninstall or disable,
may reinstall themselves and may circumvent other applications' efforts to
block or remove them. If our efforts to combat these malicious software
7
applications are
unsuccessful, our reputation may be harmed, and users may be reluctant to use
our services. This could result in a decline in usage of our educational
services and corresponding revenues, which would have a material adverse effect
on our business, financial condition and results of operations.
If we fail to manage our growth
effectively, our business, financial condition and results of operations could
be materially adversely affected.
We have experienced, and
continue to experience, rapid growth in our operations and headcount, which has
placed, and will continue to place, significant demands on our management,
operational and financial infrastructure. If we do not effectively manage our
growth, the quality of our solutions and services could suffer, which could
negatively affect our brand and operating results. To effectively manage this
growth, we will need to continue to improve, among other things:
•
our information and
 communication systems to ensure that our operations are well coordinated and
 that we can effectively communicate with our growing base of franchisees and
 users;
•
our systems of internal
 controls to ensure timely and accurate reporting of all of our operations;
 and
•
our information technology
 infrastructure to maintain the effectiveness of our systems.
In order to enhance and
improve these systems we will be required to make significant capital
expenditures and allocation of valuable management resources. If the
improvements are not implemented successfully, our ability to manage our growth
will be impaired and we may have to make additional expenditures to address
these issues, which could materially adversely affect our business, financial
condition and results of operations.
If we do not reach certain business
milestones, our largest shareholder would suffer contractual penalties which
would cause a significant change in the ownership of our outstanding shares.
Our largest shareholder,
Tsing Da Century Education Technology Co., Ltd., a Belize corporation
controlled by Zhang Hui, our chairman and CEO, has entered into a securities
escrow agreement with respect to the Escrowed Shares. If the Company's net
income for fiscal year 2011 is less than $13,500,000, the escrow agent shall
transfer to the investors of our September 2010 private placement, on a
pro-rata basis, an amount of Escrow Shares equal to the percentage of variation
from the 2011 performance threshold times the total number of Escrow Shares.
Any Escrow Shares not distributed to such investors following the release of
fiscal year 2011 information will be returned to Tsing Da Century Education
Technology Co., Ltd. Therefore, if we cannot meet these performance targets,
there may be a significant change in the ownership of our outstanding shares.
We may incur significant costs to ensure
compliance with United States corporate governance and accounting requirements.
We may incur significant
costs associated with our public company reporting requirements, costs
associated with newly applicable corporate governance requirements, including
requirements under the Sarbanes-Oxley Act of 2002, and other rules implemented
by the Securities and Exchange Commission. We expect all of the applicable
rules and regulations to significantly increase our legal and financial
compliance costs and to make some activities more time consuming and costly. We
also expect that these rules and regulations will make it more expensive for us
to obtain director and officer liability insurance, and we may be required to
accept reduced policy limits and coverage or incur substantially higher costs
to obtain the same or similar coverage. We currently estimate our annual costs
for such compliance to be approximately $280,000, however we cannot predict the
amount of future compliance costs or other additional costs we may incur or the
timing of such costs.
We are currently evaluating
and monitoring developments with respect to these newly applicable rules, and
we cannot predict or estimate the amount of additional costs we may incur or
the timing of such costs.
8
We are dependent upon key personnel and the
loss of key personnel, or the inability to hire or retain qualified personnel,
could have an adverse effect on our business and operations.
Our success is heavily
dependent on the continued active participation of our current executive
officers listed under "Management." Loss of the services of one or more of our
officers could have a material adverse effect upon our business, financial
condition or results of operations. Further, our success and achievement of our
growth plans depend on our ability to recruit, hire, train and retain other
highly qualified technical and managerial personnel. Competition for qualified
employees among companies in the PRC is intense, and the loss of any of such
persons, or an inability to attract, retain and motivate any additional highly
skilled employees required for the expansion of our activities, could have a
materially adverse effect on us. The inability on our part to attract and
retain the necessary personnel and consultants and advisors could have a
material adverse effect on our business, financial condition or results of
operations.
As of December 31, 2010, we
had a total of approximately 276 employees in our offices in the PRC. However,
there can be no assurance that we will be able to maintain a prolonged good
relationship with our existing or ex-employees and that no labor disruptions
will occur in the future. Should any industrial action or labor unrest occur,
our business operations could be adversely affected.
Potential claims alleging infringement of
third party's intellectual property by us could harm our ability to compete and
result in significant expense to us and loss of significant rights.
Our operations are
technology driven, and we have sought patent and copyright protection for our
key software packages. However, we may confront, from time to time, third
parties that may assert patent, copyright, and other intellectual property
rights to these and other software packages which are important to our
business. Any claims that our products or processes infringe the intellectual
property rights of others, regardless of the merit or resolution of such
claims, could cause us to incur significant costs in responding to, defending,
and resolving such claims, and may divert the efforts and attention of our
management and technical personnel away from the business. As a result of such
intellectual property infringement claims, we could be required or otherwise
decide it is appropriate to pay third-party infringement claims; discontinue
using the technology or processes subject to infringement claims which would
include the software relating to our learning centers and virtual classrooms;
develop other technology not subject to infringement claims, which could be
time-consuming and costly or may not be possible; and/or license technology
from the third-party claiming infringement, which license may not be available
on commercially reasonable terms. The occurrence of any of the foregoing could result
in unexpected expenses or require us to recognize an impairment of our assets,
which would reduce the value of the assets and increase expenses. In addition,
if we are required to discontinue the use of existing software, our revenue
could be negatively impacted.
Risks Related to our Corporate Structure
Our principal shareholder is able to
control substantially all matters requiring a vote of our shareholders and its
interests may differ from the interests of our other shareholders.
Tsing Da Century Education
Technology Co., Ltd., a Belize corporation (not to be confused with Tsingda
Technology, a BVI corporation, which is our direct-wholly-owned subsidiary), is
our majority shareholder and beneficially owns approximately 33.8% of our
issued and outstanding Ordinary Shares. Mr. Zhang Hui, our Chairman and
President, is an officer and majority owner of this company. Therefore, Mr.
Zhang is able to exert substantial control on all matters requiring approval by
our shareholders, including the election of our directors and officers. This
concentration of ownership may also have the effect of discouraging, delaying
or preventing a future change of control, which could deprive our Shareholders
of an opportunity to receive a premium for their shares as part of a sale of
our company and might reduce the price of our shares.
The contractual agreements with Tsingda
Education are not as effective as direct ownership. Because we rely on Tsingda
Education for our revenue, any termination of, or disruption to, these contractual
arrangements could detrimentally affect our business.
Presently all of our
business operations are carried out by Tsingda Education, and its wholly owned
subsidiary, Tsingda Network. We do not own any equity interests in Tsingda
Education, but control and receive the economic
9
benefits of its business
operations through various contractual arrangements. Through these contractual
arrangements, we have the ability to substantially control the daily operations
and financial affairs of Tsingda Education, as we are able to appoint its
senior executives and approve all matters requiring shareholder approval.
Accordingly, we consolidate Tsingda Education results, assets and liabilities
in our financial statements.
However, these contractual
agreements may be terminated under certain circumstances. Generally the PRC has
substantially less experience related to the enforcement of contractual rights
through its judiciary or the arbitration process as compared to the United
States or the Cayman Islands. This inexperience presents the risk that the
judiciary or arbitrators in the PRC may be reluctant to enforce contractual
rights, interpret these rights and remedies differently than what was intended
by the parties to the agreements, or find that such contractual agreements do
not comply with restrictions in current PRC laws. A PRC court may also set
aside an arbitration award by reason of any defect the court considers to be
present in the arbitration proceeding, remedies at law may not be adequate and
a PRC court may not order specific performance. In addition, any legal
proceeding may result in substantial costs, disruptions to our business, damage
to our reputation and diversion of our resources.
If Tsingda Education or its
Shareholders fail to perform their obligations under the contractual
arrangements, we may have to rely on legal remedies under PRC laws, including
seeking specific performance or injunctive relief, and claiming damages, and
there is a risk that we may be unable to obtain these remedies. Therefore our
contractual arrangements may not be as effective in providing control over
Tsingda Education as direct ownership. Because we rely on Tsingda Education for
our revenue, any termination of or disruption to these contractual arrangements
could detrimentally affect our business.
If the PRC government determines that our
agreements with these companies are not in compliance with applicable
regulations, our business in the PRC could be adversely affected.
The Chinese government
restricts foreign investment in education and Internet-related businesses,
including distribution of content over the Internet. We cannot be sure that the
PRC government would view our operating arrangements to be in compliance with
PRC licensing, registration, restrictions on foreign investment or other
regulatory requirements, including without limitation the requirements
described in the "Government Regulations" section of this prospectus. If we are
determined not to be in compliance, the PRC government could levy fines, revoke
our business and operating licenses, require us to discontinue or restrict our
operations, restrict our right to collect revenues, block our website, require
us to restructure our business, corporate structure or operations, impose
additional conditions or requirements with which we may not be able to comply,
impose restrictions on our business operations or on our customers, or take
other regulatory or enforcement actions against us that could be harmful to our
business. We may also encounter difficulties in obtaining performance under or
enforcement of related contracts.
In addition, our agreements
are governed by the PRC laws and regulations. PRC laws and regulations
concerning the validity of the contractual arrangements are uncertain, as many
of these laws and regulations are relatively new and may be subject to change,
and their official interpretation and enforcement by the PRC government may
involve substantial uncertainty.
We may not be able to consolidate the
financial results of some of our affiliated companies or such consolidation
could materially adversely affect our operating results and financial
condition.
All of our business is
conducted through Tsingda Education which currently is considered for
accounting purposes a variable interest entity ("VIE"), and we are considered
the primary beneficiary, enabling us to consolidate our financial results
in our consolidated financial statements. We have also received a legal opinion
from our PRC legal counsel that the VIE Agreements are valid and enforceable
under PRC Laws. In the event that in the future a company we hold as a VIE
would no longer meet the definition of a VIE, or we are deemed not to be the
primary beneficiary, we would not be able to consolidate line by line that
entity's financial results in our consolidated financial statements for PRC
purposes. Also, if in the future an affiliate company becomes a VIE and we
become the primary beneficiary, we would be required to consolidate that
entity's financial results in our consolidated financial statements for PRC
purposes. If such entity's financial results were negative, this could have a
corresponding negative impact on our operating results for PRC purposes.
However, any material variations in the accounting principles, practices and
methods used in preparing financial statements for PRC purposes from the
principles,
10
practices and methods
generally accepted in the United States and in the SEC accounting regulations
must be discussed, quantified and reconciled in financial statements for United
States and SEC purposes.
We rely on certain contractual agreements
between Tsingda Management and Tsingda Education, and if any of these
agreements are terminated or unenforceable, our business and operations will be
materially and adversely affected. In the event of termination or
unenforceability of any of these agreements, our financial condition, results
of operations and future growth prospects may be materially harmed.
We rely on the VIE
Agreements between our wholly-owned subsidiary, Tsingda Management, and our
variable interest entity, Tsingda Education to control Tsingda Education.
Under the terms of the
exclusive consulting services agreement, Tsingda Management has the exclusive
right to provide business consulting and related services to Tsingda Education
in connection with its business operations. Under this agreement, Tsingda
Management owns the intellectual property rights arising from the performance
of these services, including, but not limited to, any trade secrets, copyrights,
patents, know-how, unpatented methods and processes and otherwise, whether
developed by Tsingda Management or Tsingda Education based on Tsingda
Management's provision of such services under the agreement. Tsingda Education
pays quarterly consulting service fees to Tsingda Management that are equal
100% of Tsingda Education's total net profit for such quarter. The consulting
services agreement is in effect from April 26, 2010 and continues indefinitely
unless terminated by (a) Tsingda Management upon a material breach by Tsingda
Education; (b) bankruptcy by either Tsingda Management or Tsingda Education;
(c) by either Tsingda Management or Tsingda Education in the event Tsingda
Management ceases operations or (d) by either Tsingda Management or Tsingda Education
in the event circumstances arise which materially adversely affects the
performance of either party under the consulting agreement. Because 100% of our
revenues are generated from Tsingda Education pursuant to this agreement, if
this agreement is terminated or not enforceable, we will not be able to
generate any revenues.
Under the terms of the
operating agreement by and among Tsingda Management, Tsingda Education and the
shareholders of Tsingda Education, Tsingda Management has the right to direct the
corporate policies regarding Tsingda Education's daily operations and financial
management, including the power to appoint the members of Tsingda Education's
board of directors as well as its executive officers. The operating agreement
is effective for an indefinite term under the laws of the PRC, and may only be
terminated by Tsingda Management. Because we rely on the operating agreement to
control the business operations of Tsingda Education, if this agreement is
terminated or not enforceable, we may lose the ability to control the
management and operations of Tsingda Education.
Under the terms of the
equity pledge agreement, Tsingda Education pledged all of its assets to Tsingda
Management for a term of two years following Tsingda Education meeting all of
its obligations under the consulting services agreement. If this agreement is
terminated or not enforceable, we may not have any adequate security or remedy
against Tsingda Education should Tsingda Education breach its obligations under
the consulting services agreement.
Under the terms of the
voting rights agreement by and among Tsingda Management, Tsingda Education and
the shareholders of Tsingda Education, the shareholders of Tsingda Education
irrevocably grant and entrust Tsingda Management, for the maximum period of
time permitted by PRC law, all voting rights in Tsingda Education. Because we
rely on the voting rights agreement to vote on all matters submitted to Tsingda
Education's shareholders for their approval, if this agreement is terminated or
not enforceable, shareholders of Tsingda Education may take shareholder
initiatives that may not be in our best interests.
Under the terms of the
option agreement by and among Tsingda Management, Tsingda Education and the
shareholders of Tsingda Education, Tsingda Management has the option to
purchase from the shareholders of Tsingda Education, all the outstanding shares
of Tsingda Education. The option agreement is effective for the maximum period
allowable under the laws of the PRC, and may only be terminated by Tsingda
Management. In the event we are not able to control Tsingda Education through
our other contractual arrangement, we would need to rely on the option
agreement to purchase all the outstanding shares of Tsingda Education. In such
an event, if the option agreement is terminated or not enforceable, then we may
lose control of Tsingda Education.
Risks Related to Doing Business in China
11
PRC economic, political and social
conditions, as well as changes in any government policies, laws and regulations,
could adversely affect the overall economy in China or the prospects of the
education market, which in turn could adversely affect our business.
Substantially all of our
operations are conducted in China, and substantially all of our revenues are
derived from China. Accordingly, our business, financial condition, results of
operations, prospects and certain transactions we may undertake are subject, to
a significant extent, to economic, political and legal developments in China.
The PRC economy differs from
the economies of most developed countries in many respects, including the
amount of government involvement, level of development, growth rate, control of
foreign exchange and allocation of resources. While the PRC economy has
experienced significant growth in the past two to three decades, growth has
been uneven, both geographically and among various sectors of the economy.
Demand for our services may depend, in large part, on economic conditions in
China. Any slowdown in China's economic growth may cause families to reduce the
use of our services for their children, which in turn could reduce our net
revenues.
Although the PRC economy has
been transitioning from a planned economy to a more market-oriented economy
since the late 1970s, the PRC government continues to play a significant role
in regulating industry development by imposing ongoing policies. The PRC
government also exercises significant control over China's economic growth
through the allocation of resources, controlling the incurrence and payment of
foreign currency-denominated obligations, setting monetary policy and providing
preferential treatment to particular industries or companies. Changes in any of
these policies, laws and regulations could adversely affect the overall economy
in China or the prospects of the education market, which could harm our
business.
The PRC government has
implemented various measures to encourage foreign investment and sustainable
economic growth and to guide the allocation of financial and other resources,
which have for the most part had a positive effect on our business and growth.
However, we cannot assure you that the PRC government will not repeal or alter
these measures or introduce new measures that will have a negative effect on
us.
China's social and political
conditions are also not as stable as those of the United States and other
developed countries. Any sudden changes to China's political system or the
occurrence of widespread social unrest could have negative effects on our
business and results of operations. In addition, China has tumultuous relations
with some of its neighbors and a significant further deterioration in such
relations could have negative effects on the PRC economy and lead to changes in
governmental policies that would be adverse to our business interests
Failure to comply with the United States
Foreign Corrupt Practices Act could subject us to penalties and other adverse
consequences.
We are subject to the United
States Foreign Corrupt Practices Act, which generally prohibits United States
companies from engaging in bribery or other prohibited payments to foreign
officials for the purpose of obtaining or retaining business. Foreign
companies, including some that may compete with us, are not subject to these
prohibitions. Corruption, extortion, bribery, pay-offs, theft and other
fraudulent practices occur from time-to-time in the PRC. We can make no
assurance, however, that our employees or other agents will not engage in
such conduct for which we might be held responsible. To date, we have taken no
steps to prevent violations of the FCPA other than the adoption of a code of
ethics. Although we intend to adopt a code of ethics to ensure compliance with
the FCPA and Chinese anti-corruption laws by all individuals involved with our
company, our employees or other agents may engage in such conduct for which we
might be held responsible. If our employees or other agents are found to
have engaged in such practices, we could suffer severe penalties and other
consequences that may have a material adverse effect on our business, financial
condition and results of operations.
PRC regulations regarding offshore
financing activities by PRC residents have undertaken continuous changes which
may increase the administrative burden we face and create regulatory
uncertainties that could adversely affect our business.
On August 8, 2006, the PRC
Ministry of Commerce ("MOFCOM"), joined by the China Securities Regulatory
Commission ("CSRC"), the State Administration of Foreign Exchange ("SAFE") as well
as other government agencies, released a Provisions for Foreign Investors to
Merge with or Acquire Domestic Enterprises ("M&A Regulation"), which took
effect September 8, 2006 and was amended in 2009. These new rules significantly
revised
12
China's regulatory framework
governing onshore-to-offshore restructurings and foreign acquisitions of
domestic enterprises. These new rules reflect greater PRC government attention
to cross-border merger, acquisition and other investment activities, by
confirming MOFCOM as a key regulator for issues related to mergers and
acquisitions in China and requiring MOFCOM approval of a broad range of merger,
acquisition and investment transactions. According to the new M&A
Regulation, a related-party acquisition in which an offshore Company-owned or
controlled by a PRC resident acquires a domestic company controlled by the same
PRC resident shall be subject to the approval of MOFCOM. Among other things,
the M&A Regulation also included new provisions to require that the overseas
listing of an offshore company which is directly or indirectly controlled by a
PRC resident for the purpose of overseas listing of such PRC resident's
interests in a domestic company, known as a "special purpose company", must
obtain the approval of CSRC prior to the listing.
We believe that our current
VIE structure avoids the acquisition transaction which is directly the target
under scrutiny of the M&A Regulation, including the requirement of CSRC
approval. No PRC regulatory authority has stated that this type of structure is
subject to the M&A Regulations and we know of no similar VIE structure that
has been reviewed under the M&A Regulations. Thus, in its current practice,
it appears the M&A Regulation does not apply to our corporate structure.
However, the application of
this M&A Regulation remains uncertain since neither MOFCOM nor CSRC has
approved any Chinese company's foreign listing. There is no consensus currently
existing among the leading PRC law firms regarding the scope and applicability
of the MOFCOM or CSRC approval requirements. If the MOFCOM, CSRC or other PRC
regulatory body subsequently determines that the new M&A Regulation applies
to our situation and CSRC's approval was required for this offering, we may
face sanctions by the MOFCOM, CSRC or other PRC regulatory agencies. In such
event, these regulatory agencies may impose fines and penalties on our
operations in the PRC, limit our operating privileges in the PRC, delay or
restrict the repatriation of funds to our offshore companies, or take other
actions that could have a material adverse effect on our business, financial
condition, results of operations, reputation and prospects, as well as the
trading price of our securities.
We may be subject to PRC penalties and may
be required to forfeit $100,000 if our PRC resident shareholders including
Zhang Hui, our chairman and CEO, and Liu Juntao, our Executive Vice President
do not obtain SAFE Circular 75 approval of their ownership of our shares.
Under PRC law, a PRC
resident is required to obtain approval from SAFE when such PRC resident
acquires securities of a foreign company. In that respect, all nineteen of our
PRC resident shareholders including Zhang Hui, our chairman and CEO, and Liu
Juntao, our Executive Vice President, are required to obtain SAFE approval of
the shares indirectly held by them. If they fail to obtain SAFE approval, we
may be subject to penalties under PRC law. Failure to obtain the approval may
result in restrictions on the Company, including prohibitions on the payment of
dividends and other distributions to its offshore affiliates and capital inflow
from the offshore entities.
We have requested our
shareholders and beneficial owners who may be subject to SAFE rules to make the
necessary applications, filings and amendments as required under SAFE rules. We
have advised these shareholders and beneficial owners to comply with the
relevant requirements. To date, the required filings are underway for all of
our PRC resident shareholders. However, we cannot provide any assurance that
all of our shareholders and beneficial owners who may be PRC residents will
comply with our request to make or obtain any applicable registrations or
comply with other requirements required by SAFE rules. Under the terms of our
Holdback Escrow Agreement, the failure or inability of Zhang Hui or Liu Juntao
(but not our other PRC resident shareholders) to make any required
registrations or comply with other requirements may result in the forfeiture of
$100,000 currently held in escrow for our benefit, may subject such
shareholders or beneficial owners to fines and legal sanctions and may also
limit our ability to contribute additional capital into or provide loans to our
PRC subsidiaries, limit the ability of our PRC subsidiaries to pay dividends or
otherwise distribute profits to us, or otherwise adversely affect us.
Under the EIT Law, we may be classified as
a "resident enterprise" of the PRC. Such classification could result in
unfavorable tax consequences to us and our non-PRC shareholders.
Under the EIT Law, an
enterprise established outside of China with "de facto management bodies"
within China is considered a "resident enterprise," meaning that it can be
treated in a manner similar to a Chinese enterprise for enterprise income tax
purposes, although the dividends paid to one resident enterprise from another
may qualify as "tax-exempt income." The implementing rules of the EIT Law
define de facto management as "substantial and
13
overall management and
control over the production and operations, personnel, accounting, and
properties" of the enterprise. The EIT Law and its implementing rules are
relatively new and ambiguous in terms of some definitions, requirements and
detailed procedures, and currently no official interpretation or application of
this new "resident enterprise" classification is available; therefore, it is
unclear how tax authorities will determine tax residency based on the facts of
each case.
We have been advised by our
PRC legal counsel that we are, under the EIT Law, likely to be classified as a
resident enterprise and that we are exempt from PRC income taxes because income
from equity investments (such as dividends and bonuses) between resident
enterprises is tax exempt.
If any PRC taxes apply to
our non-PRC shareholders, a non-PRC shareholder may be entitled to a reduced
rate of PRC taxes under an applicable income tax treaty and/or a foreign tax
credit against such shareholder's domestic income tax liability (subject to
applicable conditions and limitations). You should consult with your own tax
advisors regarding the applicability of any such taxes, the effects of any
applicable income tax treaties, and any available foreign tax credits. In the
event we become subject to the EIT Laws, our tax obligations can be expected to
increase, which would adversely affect our net income, results of operations
and future growth prospects.
Due to various restrictions under PRC laws
on the distribution of dividends by our PRC operating companies, we may not be
able to pay dividends to our shareholders.
The Wholly-Foreign Owned
Enterprise Law (1986), as amended and The Wholly-Foreign Owned Enterprise Law
Implementing Rules (1990), as amended and the Company Law of the PRC (2006)
contain the principal regulations governing dividend distributions by wholly
foreign owned enterprises. Under these regulations, wholly foreign owned
enterprises may pay dividends only out of their accumulated profits, if any,
determined in accordance with PRC accounting standards and regulations. Additionally,
such companies are required to set aside a certain amount of their accumulated
profits each year, if any, to fund certain reserve funds. These reserves are
not distributable as cash dividends except in the event of liquidation and
cannot be used for working capital purposes. Tsingda Education and Tsingda
Network are regulated by the laws governing foreign-invested enterprises
in the PRC. Accordingly, Tsingda Education and Tsingda Network are required to
allocate 10% of their after-tax profits based on PRC accounting standards each
year to their general reserves until the accumulated amount of such reserves
has exceeded 50% of their registered capital, after which no further allocation
is required to be made. If a company's legal accumulations fund is not
sufficient to make up for the losses of the company from the previous year, the
current year's profits are first used for making up the losses before the legal
accumulations funds is drawn. As of December 31, 2009, the registered capitals
of Tsingda Education and Tsingda Network are $4,421,156 and $588,235,
respectively, and both companies have made the required allocations to the
general reserves. These reserve funds, however, may not be distributed to
equity owners except in accordance with PRC laws and regulations. We
cannot assure you that the PRC government authorities will not request our
subsidiaries to use their after-tax profits for their own development and
restrict our subsidiaries' ability to distribute their after-tax profits to us
as dividends.
The PRC government also
imposes controls on the conversion of RMB into foreign currencies and the
remittance of currencies out of the PRC. We may experience difficulties in
completing the administrative procedures necessary to obtain and remit foreign
currency for the payment of dividends from the Company's profits.
Furthermore, if our
subsidiaries or affiliates in China incur debt on their own in the future, the
instruments governing the debt may restrict its ability to pay dividends or
make other payments. If we or our subsidiaries are unable to receive all of the
revenues from our operations through these contractual or dividend
arrangements, we may be unable to pay dividends on our Ordinary Shares.
Changes in PRC regulations relating to
tuitions may adversely affect our business.
Currently, we are not
regulated by the Ministry of Education of the PRC due to the fact that we are a
non-accredited learning center and do not offer certification programs. The
types and amounts of fees charged by private schools offering certification
programs must be approved by the relevant governmental authority and be
publicly disclosed, and the types and amounts of fees charged by private
schools that do not offer certification programs need only be filed with the relevant
governmental authority and be publicly disclosed. If the PRC government decides
to regulate private schools which do not offer certification programs similar
to their regulations of certification programs, set
14
limits on fees chargeable by
us, or impose a special tax on our business, such events could significantly
affect our operations.
You may experience difficulties in
effecting service of legal process, enforcing foreign judgments or bringing
original actions in China based on United States or other foreign laws against
us, our management or the experts named in this current report.
We conduct substantially all
of our operations in China and substantially all of our assets are located in
China. In addition, all of our senior executive officers reside within China.
As a result, it may not be possible to effect service of process within the
United States or elsewhere outside of China upon our senior executive officers,
including with respect to matters arising under U.S. federal securities laws or
applicable state securities laws. Moreover, our PRC counsel has advised us that
the PRC does not have treaties with the United States or many other countries
providing for the reciprocal recognition and enforcement of judgment of courts.
Governmental control of currency conversion
may affect the value of your investment.
The PRC government imposes
controls on the convertibility of RMB into foreign currencies and, in certain
cases, the remittance of currency out of China. We receive substantially all of
our revenues in RMB. Under our current structure, our income is primarily
derived from Tsingda Education. Shortages in the availability of foreign
currency may restrict the ability of our PRC subsidiaries and our affiliated
entity to remit sufficient foreign currency to pay dividends or other payments
to us, or otherwise satisfy their foreign currency denominated obligations.
Under existing PRC foreign exchange regulations, payments of current account
items, including profit distributions, interest payments and expenditures from
trade-related transactions, can be made in foreign currencies without prior
approval from the PRC State Administration of Foreign Exchange by complying
with certain procedural requirements. However, approval from appropriate
government authorities is required where RMB is to be converted into foreign
currency and remitted out of China to pay capital expenses such as the
repayment of bank loans denominated in foreign currencies. The PRC government
may also, at its discretion, restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control
system prevents us from obtaining sufficient foreign currency to satisfy our
currency demands, we may not be able to pay dividends in foreign currencies to
our shareholders.
Fluctuation in the value of RMB may have a
material adverse effect on your investment.
The value of RMB against the
U.S. dollar and other currencies may fluctuate and is affected by, among other
things, changes in political and economic conditions. Our revenues and costs
are mostly denominated in RMB, while a significant portion of our financial
assets are denominated in U.S. dollars. Our revenue is based entirely on that
generated by our affiliated entity in China. Any significant fluctuation in
value of RMB may materially and adversely affect our cash flows, revenues,
earnings and financial position, and the value of, and any dividends payable
on, our stock in U.S. dollars. For example, an appreciation of RMB against the
U.S. dollar would make any new RMB denominated investments or expenditures more
costly to us, to the extent that we need to convert U.S. dollars into RMB for
such purposes. An appreciation of RMB against the U.S. dollar would also result
in foreign currency translation losses for financial reporting purposes when we
translate our U.S. dollar denominated financial assets into RMB, as RMB is our
reporting currency.
We face risks related to health epidemics
and other outbreaks.
Our business could be
adversely affected by the effects of an epidemic or outbreak that will cause
social and economic disruptions in China, such as SARS or H1N1 flu. Any
prolonged recurrence of SARS, H1N1 or other adverse public health developments
in China may have a material adverse effect on our business operations as
schools may be closed for an extended period of time. For instance, health or
other government regulations adopted in response may require temporary closure
of our production facilities or of our offices. Such closures would severely
disrupt our business operations and adversely affect our results of operations.
We have not adopted any written preventive measures or contingency plans to
combat any future outbreak of SARS, H1N1 or any other epidemic.
Risks Related to an Investment in Our Securities
15
We are not listed or quoted on any exchange
and we may never obtain such a listing or quotation.
There is presently no public
market in our shares and there may never be a market for our stock. Stock held
by our shareholders may have little or no value. We cannot guarantee that our
stock will be listed on a securities exchange or if a market for our stock
listed will ever develop. Even if our shares are quoted for sale, buyers may be
insufficient in numbers to allow for a robust market, and therefore, it may
prove impossible to sell your shares.
To date, we have not paid any cash
dividends and no cash dividends will be paid in the foreseeable future.
We do not anticipate paying
cash dividends on our Ordinary Shares in the foreseeable future and we may not
have sufficient funds legally available to pay dividends. Even if the funds are
legally available for distribution, we may nevertheless decide not to pay any
dividends. We intend to retain all earnings from our operations.
The market price for our Ordinary Shares
may be highly volatile.
The market price of our
Ordinary Shares, if one every develops, may be volatile due to certain factors,
including, but not limited to, market trends in PRC stock generally; the
limited number of free trading shares; quarterly fluctuations in our financial
and operating results; general conditions in the PRC market; or changes in
earnings estimates. Such volatility may make it more difficult, if not
impossible, to sell your shares in such quantity or at such price as or when
you determine. This volatility can be expected to harm our stock price, our
ability to raise money in capital markets and our future growth prospects.
If our Ordinary Shares become subject to
the SEC's penny stock rules, broker-dealers may experience difficulty in
completing customer transactions and trading activity in our securities may be
adversely affected.
If the NYSE Amex delists our
Ordinary Shares from trading on its exchange and if the trading price of our
Ordinary Shares is below $5 per share, the open-market trading of our Ordinary
Shares will be subject to the "penny stock" rules. The "penny stock" rules
impose additional sales practice requirements on broker-dealers who sell
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination
for the purchase of securities and have received the purchaser's written
consent to the transaction before the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the broker-dealer must
deliver, before the transaction, a disclosure schedule prescribed by the
Securities and Exchange Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. These additional burdens
imposed on broker-dealers may restrict the ability or decrease the willingness
of broker-dealers to sell our Ordinary Shares, and may result in decreased
liquidity for our Ordinary Shares and increased transaction costs for sales and
purchases of our Ordinary Shares as compared to other securities.
The market price for our
Ordinary Shares may be volatile and subject to wide fluctuations in response to
factors including the following:
•
actual or anticipated
 fluctuations in our quarterly operating results;
•
changes in financial
 estimates by securities research analysts;
•
announcements by us or our
 competitors of new products, acquisitions, strategic partnerships, joint
 ventures or capital commitments;
16
•
addition or departure of
 key personnel;
•
fluctuations of exchange
 rates between RMB and the U.S. dollar;
•
intellectual property
 litigation;and
•
general economic or
 political conditions in China.
In addition, the securities
market has from time to time experienced significant price and volume
fluctuations that are not related to the operating performance of particular
companies. These market fluctuations may also materially and adversely affect
the market price of our stock.
We may need additional capital, and the
sale of additional shares or other equity securities could result in additional
dilution to our shareholders.
We believe that our current
cash and cash equivalents, anticipated cash flow from operations and the net
proceeds from the private placement of Ordinary Shares on September 16, 2010
will be sufficient to meet our anticipated cash needs for the near future. We
may, however, require additional cash resources due to changed business
conditions or other future developments, including any investments or
acquisitions we may decide to pursue. If our resources are insufficient to
satisfy our cash requirements, we may seek to sell additional equity or debt
securities or obtain a credit facility. The sale of additional equity
securities could result in additional dilution to our shareholders. The
incurrence of indebtedness would result in increased debt service obligations
and could result in operating and financing covenants that would restrict our
operations. We cannot assure you that financing will be available in amounts or
on terms acceptable to us, if at all.
If we fail to maintain an effective system
of internal controls, we may not be able to accurately report our financial
results or prevent fraud.
We are subject to reporting
obligations under the U.S. securities laws. The SEC, as required by Section 404
of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company
to include a management report on such company's internal controls over
financial reporting in its annual report, which contains management's
assessment of the effectiveness of our internal controls over financial
reporting.
Our reporting obligations as
a public company will place a significant strain on our management, operational
and financial resources and systems for the foreseeable future. Effective
internal controls, particularly those related to revenue recognition, are
necessary for us to produce reliable financial reports and are important to
help prevent fraud. As a result, our failure to achieve and maintain effective
internal controls over financial reporting could result in the loss of investor
confidence in the reliability of our financial statements, which in turn could
harm our business and negatively impact the trading price of our stock.
Furthermore, we anticipate that we will incur considerable costs and use
significant management time and other resources in an effort to comply with
Section 404 and other requirements of the Sarbanes-Oxley Act.
Currently, none of our
employees, including our Chief Financial Officer, who is responsible for
preparing and supervising the preparation of our financial statements, have any
formal training in U.S. GAAP or SEC rules and regulations. The Company's
Management We prepare our financial statements and rely exclusively on our
independent accountants and our outside counsel for advice with respect to U.S.
GAAP and SEC rules and regulations. Therefore, there is a risk that our current
or future financial statements may not be properly prepared in accordance with
U.S. GAAP or that our current or future disclosures are not in compliance with
SEC rules and regulations.
We may be classified as a passive foreign
investment company, which could result in adverse U.S. federal income tax
consequences to U.S. holders of our ordinary shares.
17
Based upon the projected
composition of our income and valuation of our assets, including goodwill, and
although it is not clear how the contractual arrangements with Tsingda
Education will be treated for purposes of the passive foreign investment
company rules, we do not expect to be a passive foreign investment company, or
PFIC, for U.S. federal income tax purposes for our current taxable year
ending December 31, 2011. However, we must make a separate determination each
year as to whether we are a PFIC after the close of each taxable year. A
non-U.S. corporation will be considered a PFIC for any taxable year if
either (i) at least 75% of its gross income is passive income or
(ii) at least 50% of the value of its assets (based on an average of the
quarterly values of the assets during the taxable year) is attributable to assets
that produce or are held for the production of passive income. Because we
expect to continue to hold a substantial amount of cash and other passive
assets following this offering, and because the determination of whether we are
a PFIC will depend on the character of our income and assets and the value of
our assets from time to time, which may be based in part on the market price of
our Ordinary Shares, we cannot assure you that we will not be a PFIC for our
current taxable year ending December 31, 2011 or any future taxable year. If we
were treated as a PFIC for any taxable year during which a U.S. Holder (as
defined below) held an Ordinary Share, certain adverse U.S. federal income
tax consequences could apply to such U.S. Holder. See "Taxation —
U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment
Company Status and Significant Tax Consequences".
Volatility in the price of our Ordinary
Shares may subject us to securities litigation.
The
market for our Ordinary Shares may be characterized by significant price
volatility, and we expect that our share price will continue to be more
volatile than a seasoned issuer for the indefinite future. In the past,
plaintiffs have often initiated securities class action litigation against a
company following periods of volatility in the market price of its securities.
We may, in the future, be the target of similar litigation. Securities
litigation could result in substantial costs and liabilities and could divert
management's attention and resources.
Our Ordinary Shares may be thinly traded
and you may be unable to sell at or near ask prices, or at all, if you need to
sell your shares to raise money or otherwise desire to liquidate your shares.
We
have applied to have our Ordinary Shares listed on the NYSE Amex. Our Ordinary
Shares may be "thinly-traded", meaning that the number of persons interested in
purchasing our Ordinary Shares at or near bid prices at any given time may be
relatively small or non-existent. This situation may be attributable to a
number of factors, including the fact that we are a small company which is
relatively unknown to stock analysts, stock brokers, institutional investors
and others in the investment community that generate or influence sales volume,
and that even if we came to the attention of such persons, they tend to be
risk-averse and might be reluctant to follow an unproven company such as ours
or purchase or recommend the purchase of our shares until such time as we
became more seasoned. As a consequence, there may be periods of several days or
more when trading activity in our shares is minimal or non-existent, as
compared to a seasoned issuer which has a large and steady volume of trading
activity that will generally support continuous sales without an adverse effect
on share price. We cannot give you any assurance that a broad or active public
trading market for our Ordinary Shares will develop or be sustained.
18
U
SE OF PROCEEDS
We
will not receive any of the proceeds from the sale of Ordinary Shares
registered hereunder. All expenses of the registration of the shares will be
paid by the Company.
S
ELLING
STOCKHOLDERS
This
prospectus relates to the Ordinary Shares that are being registered for
reoffers and resales by selling stockholder(s) who have acquired or may acquire
shares pursuant to the Plan. Offers and sales by selling stockholder(s) who are
our "affiliates" (as such term is defined in Rule 405 under the Securities Act)
are also covered by this prospectus.
The
selling stockholder is our current Chief Financial Officer who has acquired or
may acquire in the future Ordinary Shares under the Plan. The selling
stockholders may, from time to time, resell all, a portion or none of the
Ordinary Shares covered by this prospectus. The following table sets forth
information as of May 9, 2011 with respect to "beneficial" ownership (within
the meaning of Rule 13d-3 under the Exchange Act of 1934) of our Ordinary
Shares by each selling stockholder who is an affiliate and whose identity is
known as of the date of this prospectus. There is no assurance that any of the
selling stockholders will sell any or all of the shares offered by them under
this registration statement. The address for each selling stockholders listed
below is c/o Tsingda eEdu Corporation, Sanlitun SOHO, Building A, 11th Floor,
No.8 Workers Stadium North Road, Chaoyang District, Beijing, China 100027.
Any
changed information will be set forth in an amendment to the registration
statement or supplement to this prospectus, to the extent required by law.
Name and address
Position,
Office or Other
Material
Relationship
Total
Number of
Shares of
common
stock
Beneficially
Owned
Number of
Shares to
be Offered
for the Account of
the Selling
Stockholder
Number of
Shares to
be
Owned
after this
Offering
Percentage
to be Beneficially
Owned
after this Offering
Kang Chungmai
Chief
Financial
Officer and
Secretary
300,000
300,000
0
0
TOTAL
300,000
300,000
0
0
19
P
LAN OF DISTRIBUTION
In this section of the prospectus, the term "selling
 stockholder" means and includes:
•
the persons identified in the table above as the
 selling stockholders;
•
those persons whose identities are not known as of
 the date hereof but may in the future be eligible to receive options under
 the Plan; and
•
any of the donees, pledgees, distributees,
 transferees or other successors in interest of those persons referenced above
 who may: (a) receive any of the Ordinary Shares offered hereby after the
 date of this prospectus and (b) offer or sell those shares hereunder.
The
Ordinary Shares offered by this prospectus may be sold from time to time
directly by the selling stockholders. Alternatively, the selling stockholders
may from time to time offer such shares through underwriters, brokers, dealers,
agents or other intermediaries. The selling stockholders as of the date of this
prospectus have advised us that there were no underwriting or distribution
arrangements entered into with respect to the Ordinary Shares offered hereby.
The distribution of the Ordinary Shares by the selling stockholders may be
effected: in one or more transactions that may take place on a recognized
securities exchange (including one or more block transaction) through customary
brokerage channels, either through brokers acting as agents for the selling
stockholders, or through market makers, dealers or underwriters acting as
principals who may resell these shares on a securities exchange; in
privately-negotiated sales; by a combination of such methods; or by other
means. These transactions may be effected at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at other
negotiated prices. Usual and customary or specifically negotiated brokerage
fees or commissions may be paid by the selling stockholders in connection with
sales of our Ordinary Shares.
The
selling stockholders may enter into hedging transactions with broker-dealers in
connection with distributions of the shares or otherwise. In such transactions,
broker-dealers may engage in short sales of the Ordinary Shares in the course
of hedging the positions they assume with the selling stockholders. The selling
stockholders also may sell shares short and redeliver the shares to close out
such short positions. The selling stockholders may enter into option or other
transactions with broker-dealers which require the delivery to the
broker-dealer of Ordinary Shares. The broker-dealer may then resell or
otherwise transfer such Ordinary Shares pursuant to this prospectus.
The
selling stockholders also may lend or pledge Ordinary Shares to a
broker-dealer. The broker-dealer may sell the Ordinary Shares so lent, or upon
a default the broker-dealer may sell the pledged Ordinary Shares pursuant to
this prospectus. Any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this prospectus.
The
selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. There is no underwriter
or coordinating broker acting in connection with the proposed sale of Ordinary
Shares the selling stockholders.
Although
the Ordinary Shares covered by this prospectus are not currently being
underwritten, the selling stockholders or their underwriters, brokers, dealers
or other agents or other intermediaries, if any, that may participate with the
selling security holders in any offering or distribution of Ordinary Shares may
be deemed "underwriters" within the meaning of the Act and any profits realized
or commissions received by them may be deemed underwriting compensation
thereunder.
20
Under
applicable rules and regulations under the Exchange Act of 1934, any person
engaged in a distribution of shares of the Ordinary Shares offered hereby may
not simultaneously engage in market making activities with respect to the
Ordinary Shares for a period of up to five days preceding such distribution.
The selling stockholders will be subject to the applicable provisions of the
Exchange Act of 1934 and the rules and regulations promulgated thereunder,
including without limitation Regulation M, which provisions may limit the
timing of purchases and sales by the selling stockholders.
In
order to comply with certain state securities or blue sky laws and regulations,
if applicable, the Ordinary Shares offered hereby will be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
certain states, the Ordinary Shares may not be sold unless they are registered
or qualified for sale in such state, or unless an exemption from registration
or qualification is available and is obtained.
We
will bear all costs, expenses and fees in connection with the registration of
the Ordinary Shares offered hereby. However, the selling stockholders will bear
any brokerage or underwriting commissions and similar selling expenses, if any,
attributable to the sale of the Ordinary Shares offered pursuant to this
prospectus. We have agreed to indemnify certain of the selling security holders
against certain liabilities, including liabilities under the Act, or to
contribute to payments to which any of those security holders may be required
to make in respect thereof.
There
can be no assurance that the selling stockholders will sell any or all of the
securities offered by them hereby.
L
EGAL MATTERS
The
validity of the Ordinary Shares offered by this prospectus will be passed upon
for us by Stuarts Walker Hersant, Attorneys at Law, Grand Cayman, Cayman
Islands.
E
XPERTS
The
consolidated financial statements of our company included in this prospectus
and in the registration statement have been audited by MaloneBailey LLP and
Jeffrey & Company, each an independent registered public accounting firm,
to the extent and for the periods set forth in their report appearing elsewhere
herein and in the registration statement, and are included in reliance on such
report, given the authority of said firm as an expert in auditing and
accounting.
I
NCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The
following documents, heretofore filed by us with the U.S. Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, are hereby incorporated by reference, except as superseded or modified
herein:
•
the description of our Ordinary Shares contained in
 our Form 10 filed on December 4, 2006, and as it may be further amended from
 time to time, under the caption "Description of Securities"; and
•
all documents that we file with the Securities and
 Exchange Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
 Exchange Act of 1934 subsequent to the date of this registration statement
 and prior to the filing of a post-effective amendment to this registration
 statement that indicates that all securities offered under this prospectus
 have been sold, or that deregisters all securities then remaining unsold,
 will be deemed to be
21
incorporated in this registration statement by
 reference and to be a part hereof from the date of filing of such documents.
Any
statement contained in a document we incorporate by reference will be modified
or superseded for all purposes to the extent that a statement contained in this
prospectus (or in any other document that is subsequently filed with the
Securities and Exchange Commission and incorporated by reference) modifies or
is contrary to that previous statement. Any statement so modified or superseded
will not be deemed a part of this prospectus except as so modified or
superseded.
You
may request a copy of these filings at no cost (other than exhibits unless such
exhibits are specifically incorporated by reference) by writing or telephoning
us at the following address and telephone number:
Tsingda
eEdu Corporation
No. 0620, Yongleyingshiwenhuanan Rd., Yongledian Town,
Tongzhou District, Beijing, PR China
86 10-62690222/0288
You
should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front page of those documents.
W
HERE YOU CAN FIND MORE INFORMATION
We
have filed a registration statement with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the Ordinary
Shares offered by this prospectus. This prospectus is part of that registration
statement and does not contain all the information included in the registration
statement. For further information with respect to our Ordinary Shares and us,
you should refer to the registration statement, its exhibits and the material
incorporated by reference therein. Portions of the exhibits have been omitted
as permitted by the rules and regulations of the Securities and Exchange
Commission. Statements made in this prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete.
In each instance, we refer you to the copy of the contracts or other documents
filed as an exhibit to the registration statement, and these statements are
hereby qualified in their entirety by reference to the contract or document.
The registration statement may be inspected and copied at the public reference
facilities maintained by the Securities and Exchange Commission at Room 1024,
Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549 and the Regional
Offices at the Commission located in the Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and at 233 Broadway, New York, New
York 10279. Copies of those filings can be obtained from the Commission's
Public Reference Section, Judiciary Plaza, 100 F Fifth Street, N.E.,
Washington, D.C. 20549 at prescribed rates and may also be obtained from the
web site that the Securities and Exchange Commission maintains at
http://www.sec.gov. You may also call the Commission at 1-800-SEC-0330 for more
information. We file annual, quarterly and current reports and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information on file at the Commission's public
reference room in Washington, D.C. You can request copies of those documents
upon payment of a duplicating fee, by writing to the Securities and Exchange
Commission.
22
D
ISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS
Our
Articles and Memorandum of Association provides that all our directors,
officers, employees and agents shall be entitled to be indemnified by us to the
fullest extent permitted under the Laws of the Cayman Islands, provided that
they acted in good faith and that they reasoned their conduct or action was in,
or not opposed to, the best interest of our company. Our Articles and
Memorandum of Association provide for indemnification of our officers,
directors and others who become a party to an action on our behalf by us to the
fullest extent not prohibited under the Laws of the Cayman Islands. Further, we
maintain officer and director liability insurance. However, insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers, and controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of expenses
incurred or paid by a director, officer or controlling person in a successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to the court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
23
You
should rely only on the information contained in this document. We have not
authorized anyone to provide you with information that is different. This
document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document.
Additional
risks and uncertainties not presently known or that are currently deemed
immaterial may also impair our business operations. The risks and uncertainties
described in this document and other risks and uncertainties which we may face
in the future will have a greater impact on those who purchase our Ordinary
Shares. These purchasers will purchase our Ordinary Shares at the market price
or at a privately negotiated price and will run the risk of losing their entire
investment.
TSINGDA EEDU CORPORATION
1,000,000 shares
Ordinary Shares
PROSPECTUS
[—], 2011
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 3.
Incorporation
 of Documents by Reference
Included
in the prospectus which is part of this registration statement.
Item 4.
Description
 of Securities
Included
in the prospectus which is part of this registration statement.
Item 5.
Interests
 of Named Experts and Counsel.
N/A.
Item 6.
Indemnification
 of Officers and Directors.
Our
Articles and Memorandum of Association provides that all our directors,
officers, employees and agents shall be entitled to be indemnified by us to the
fullest extent permitted under the Laws of the Cayman Islands, provided that
they acted in good faith and that they reasoned their conduct or action was in,
or not opposed to, the best interest of our company.
Our
Articles and Memorandum of Association provide for indemnification of our
officers, directors and others who become a party to an action on our behalf by
us to the fullest extent not prohibited under the Cayman Islands.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
Item 7.
Exemption
 from Registration Claimed.
All
Ordinary Shares registered hereunder for reoffer or resale will be issued to
our employees, directors, or consultants pursuant to the Plan and a restrictive
legend shall be placed on the certificates for the Ordinary Shares purchased
and transfer stops are placed against such certificates. Such shares may only
be reoffered and sold pursuant to registration under the Act or pursuant to an
applicable exemption under the Act. As a result, such offers and sales are
exempt from the registration requirements of the Act pursuant to the provisions
of Section 4(2) of the Act.
Item 16.
Exhibits
The
following exhibits are filed with this Registration statement.
Number
Description
4.1
Registrant's 2011 Equity Incentive Plan
5.1
Opinion of Stuarts Walker Hersant, Attorneys at Law
23.1
Consent of Stuarts Walker Hersant, Attorneys at Law
 (contained in Exhibit 5.1)
23.2
Consent of MaloneBailey LLP
23.3
Consent of Jeffrey & Company LLP
Item
 9.
Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement
(i)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(5)
That every prospectus (i) that is filed pursuant to paragraph (4)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Securities Act of 1933 and is used in connection
with an offering of securities subject to Rule 415, will be filed as a
part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(6)
That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(7)
To respond to requests for information that is incorporated by reference into
the joint proxy statement/prospectus pursuant to Item 4, 10(b), 11 or 13 of
this form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(8)
To supply by means of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became effective.
(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(c) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Beijing, China, on the 25th day of May 2011.
TSINGDA
 EEDU CORPORATION
By:
/s/ Zhang Hui
 President
Zhang Hui President, Chief Executive Officer,
(principal executive officer)
and Chairman of the Board of Directors
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints Zhang Hui, and each of them individually, his or
her true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Name
Title
Date
/s/ Zhang Hui
President, Chief Executive Officer
Zhang Hui
(principal executive officer) and
May 25, 2011
Chairman of the Board of Directors
/s/ Liu Juntao
Liu Juntao
Executive Vice President and Director
May 25, 2011
/s/ Kang Chungmai
Kang Chungmai
Secretary and Chief Financial Officer
May 25, 2011
(principal accounting officer)
/s/ Norm Klein
Norm Klein
Director
May 25, 2011
/s/ David Bolocan
David Bolocan
Director
May 25, 2011
/s/ Bi Cheng
Bi Cheng
Director
May 25, 2011