Sec Form 4 Filing - CD INTERNATIONAL ENTERPRISES, INC. @ CHINA EDUCATION INTERNATIONAL, INC. - 2012-08-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CD INTERNATIONAL ENTERPRISES, INC. 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) (Last) (First) (Middle) 431 FAIRWAY DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2012 (Street) DEERFIELD BEACH, FL33441 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/31/2012 S 100 D $ 0.7 14,929,727 I See note 1 below. ( 1 ) Common Stock 09/25/2012 S 8,000 D $ 0.98 14,921,727 I See note 2 below. ( 2 ) Common Stock 09/26/2012 S 10,050 D $ 1.01 14,911,677 I See note 3 below. ( 3 ) Common Stock 09/27/2012 S 2,500 D $ 0.92 14,909,177 I See note 4 below. ( 4 ) Common Stock 09/28/2012 S 4,000 D $ 0.76 14,905,177 I See note 5 below. ( 5 ) Common Stock 10/01/2012 S 3,285 D $ 0.66 14,901,892 I See note 6 below. ( 6 ) Common Stock 10/02/2012 S 42,500 D $ 0.63 14,859,392 I See note 7 below. ( 7 ) Common Stock 10/03/2012 S 5,300 D $ 0.7 14,854,092 I See note 8 below. ( 8 ) Common Stock 10/04/2012 S 18,000 D $ 0.63 14,836,092 I See note 9 below. ( 9 ) Common Stock 10/05/2012 S 57,020 D $ 0.47 14,779,072 I See note 10 below. ( 10 ) Common Stock 10/08/2012 S 3,800 D $ 0.47 14,775,272 I See note 11 below. ( 11 ) Common Stock 10/10/2012 S 25,000 D $ 0.42 14,750,272 I See note 12 below. ( 12 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CD INTERNATIONAL ENTERPRISES, INC. 431 FAIRWAY DRIVE SUITE 200 DEERFIELD BEACH, FL33441 X China Direct Investments, Inc. 431 FAIRWAY DRIVE, SUITE 200 DEERFIELD BEACH, FL33441 X Capital One Resource Co., Ltd. ROOM 804, SINO CENTRE, 582-592 NATHAN RD HONG KONG, K3852 X CDI Shanghai Management Co.,Ltd. 59 MAOMING RD. (S) W6351, JINJIANG JUNLING MANSION SHANGHAI, F4200020 X Signatures /s/ Yuejian (James) Wang 10/30/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )9,003,860 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. ( 2 )8,995,860 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. ( 3 )8,985,810 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 )8,983,310 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 )8,979,310 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 )8,976,025 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 )8,933,525 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 )8,928,225 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 )8,910,225 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 subsidiari es of CD International Enterprises, Inc. which is the indirect beneficial owner of the reported securities. ( 10 )8,853,205 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 )8,849,405 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 )8,824,405 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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