NT 10-K 1 v306109_nt10k.htm NT 10-K




Washington, D.C. 20549


FORM 12b-25





(Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR    
  o Form N-CSR                      


  For Period Ended: December 31, 2011  


  o Transition Report on Form 10-K


  o Transition Report on Form 20-F


  o Transition Report on Form 11-K


  o Transition Report on Form 10-Q


  o Transition Report on Form N-SAR


  For the Transition Period Ended::  



Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




ChinaCast Education Corporation
Full Name of Registrant
Great Wall Acquisition Corporation
Former Name if Applicable
Suite 08, 20/F, One International Financial Centre, 1 Harbour View Street
Address of Principal Executive Office (Street and Number)
Central, Hong Kong
City, State and Zip Code


PART II RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)





The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or From N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.


ChinaCast Education Corporation (the “Company”) experienced a disruption in its normal closing process and the preparation of its financial statements for the fiscal year ended December 31, 2011 as a result of an unexpected workload arising from certain fourth quarter and post-year end events, all of which have been previously disclosed.  Specifically, the Company’s management and accounting personnel spent a significant amount of time working with a special committee of independent directors formed in November 2011 to evaluate strategic alternatives to enhance shareholder value following an unsolicited buyout offer for the Company.  The Company’s management and accounting personnel have also spent a significant amount of time in connection with the proxy contest in December 2011 and early January 2012 as well as the review of its Form 10-K for the year ended December 31, 2010 by the Securities and Exchange Commission.




(1) Name and telephone number of person to contact in regard to this notification  


Antonio Sena




10 8751 0988

  (Name) (Area Code)

(Telephone Number)


(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed?  If answer is no, identify report(s).  Yes    £ No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  £ Yes    x No
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.  


Cautionary Statement Regarding Forward-Looking Information


This filing may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management's plans and objectives, future contracts, and forecasts of trends and other matters. These projections, expectations and trends may involve a number of risks and uncertainties including, among others, the risk factors listed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and other publicly-available filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate,” “estimate,” “expect,” “believe,” “will likely result,” “outlook,” “project” and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.




ChinaCast Education Corporation


(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date :    March 16, 2012 By: /s/ Antonio Sena  
    Name: Antonio Sena  
    Title:  Chief Financial Officer