SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CD INTERNATIONAL ENTERPRISES, INC. (Last) (First) (Middle) 431 FAIRWAY DRIVE SUITE 200 (Street) DEERFIELD BEACH FL 33441 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHINA EDUCATION INTERNATIONAL, INC. [ CEII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/22/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/22/2012		S		500	D	$1.01	6,028,318	I	See note 1 below(1)
Common Stock	07/13/2012		S		13,400(2)	D	$0.8	15,057,395(2)	I	See note 3 below.(3)
Common Stock	08/07/2012		S		10,500	D	$1.2	15,046,895	I	See note 4 below.(4)
Common Stock	08/08/2012		S		6,000	D	$1.19	15,040,895	I	See note 5 below.(5)
Common Stock	08/09/2012		S		15,000	D	$1.26	15,025,895	I	See note 6 below(6)
Common Stock	08/10/2012		S		5,000	D	$1.3	15,020,895	I	See note 7 below.(7)
Common Stock	08/13/2012		S		7,500	D	$1.31	15,013,395	I	See note 8 below.(8)
Common Stock	08/16/2012		S		10,000	D	$1.01	15,003,395	I	See note 9 below.(9)
Common Stock	08/20/2012		S		8,500	D	$1.02	14,994,895	I	See note 10 below.(10)
Common Stock	08/22/2012		S		2,600	D	$0.82	14,992,295	I	See note 11 below.(11)
Common Stock	08/23/2012		S		15,350	D	$0.77	14,976,945	I	See note 12 below.(12)
Common Stock	08/24/2012		S		7,500	D	$0.72	14,969,445	I	See note 13 below.(13)
Common Stock	08/27/2012		S		19,823	D	$0.66	14,949,622	I	See note 14 below.(14)
Common Stock	08/29/2012		S		6,095	D	$0.65	14,943,527	I	See note 15 below.(15)
Common Stock	08/30/2012		S		13,700	D	$0.66	14,929,827	I	See note 16 below.(16)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CD INTERNATIONAL ENTERPRISES, INC. (Last) (First) (Middle) 431 FAIRWAY DRIVE SUITE 200 (Street) DEERFIELD BEACH FL 33441 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* China Direct Investments, Inc. (Last) (First) (Middle) 431 FAIRWAY DRIVE, SUITE 200 (Street) DEERFIELD BEACH FL 33441 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Capital One Resource Co., Ltd. (Last) (First) (Middle) ROOM 804, SINO CENTRE, 582-592 NATHAN RD (Street) HONG KONG K3 852 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CDI Shanghai Management Co.,Ltd. (Last) (First) (Middle) 59 MAOMING RD. (S) W6351, JINJIANG JUNLING MANSION (Street) SHANGHAI F4 200020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 3,657,971 shares are owned directly by China Direct Investments, Inc. ("CDI"), 1,185,174 shares are owned by CDI Shanghai Management Co., 1,185,173 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

2. Gives effect to a May 14, 2012 two and one-half for one (2.5:1) stock split of the Issuer's outstanding and authorized shares of common stock (the "Stock Split"). All share amounts after May 14, 2012 give effect to the Stock Split.

3. 9,131,528 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

4. 9,121,028 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

5. 9,115,028 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

6. 9,100,028 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

7. 9,095,028 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

8. 9,087,528 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

9. 9,077,528 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

10. 9,069,028 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

11. 9,066,428 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

12. 9,051,078 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

13. 9,043,578 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

14. 9,023,755 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

15. 9,017,660 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

16. 9,003,960 shares are owned directly by China Direct Investments, Inc. ("CDI"), 2,962,935 shares are owned by CDI Shanghai Management Co., 2,962,933 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities.

Remarks:

	/s/ Yuejian (James) Wang	08/31/2012
	** Signature of Reporting Person	Date
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