Notification That Annual Report Will Be Submitted Late (nt 10-k)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(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, 2012

 

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:

 

PART I REGISTRANT INFORMATION

 

ChinaCast Education Corporation

Full Name of Registrant

Great Wall Acquisition Corporation

Former Name if Applicable

Unit 502, 132 Daxue Road

Address of Principal Executive Office (Street and Number)

Yangpu, Shanghai 200433, China

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)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
¨	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form 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.

 

 

PART III  NARRATIVE

 

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”) is unable to complete and file its Form 10-K for the year ended December 31, 2012, due to its ongoing investigation and other matters discussed in the Company’s recent public filings with the Securities and Exchange Commission.

 

PART IV OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification
	Doug Woodrum	(86)	21 6105 3350
	(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).   Form 10-K for the fiscal year ended December 31, 2011; Forms 10-Q for the quarterly periods ended March 31, 2012, June 30, 2012, and September 30, 2012			o Yes     x 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?			o 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 19, 2013	By:	/s/ Doug Woodrum
		Name: Doug Woodrum
		Title:  Chief Financial Officer