8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report:

(Date of earliest event reported)
April 17, 2007

CHINACAST EDUCATION CORPORATION

(Exact name of registrant as specified in charter)

Delaware	000-50550	20-0178991
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

25Fl. Qiang Sheng Mansion
No. 145 Pu Jian Road,
Pudong District
Shanghai, 211217, PRC
(Address of Principal Executive Offices and zip code)
(86 21) 6864 4666
(Registrant’s telephone
number, including area code)

Great Wall Acquisition Corporation

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01 — Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 99.1

Item 8.01 — Other Events.

     On April 17, 2007, ChinaCast Education Corporation (the “Company”) issued a press release containing certain financial results of the Company and its subsidiaries for the fiscal year ended December 31, 2006. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
	99.1	ChinaCast Education Corporation Press Release dated April 17, 2007.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINACAST EDUCATION CORPORATION
Date: April 18, 2007	By:	/s/ Ron Chan Tze Ngon
		Name:	Ron Chan Tze Ngon
		Title:	Chief Executive Officer

Exhibit Index

Exhibit No.		Description
	99.1	ChinaCast Education Corporation Press Release dated April 17, 2007.

2

EX-99.1

EXHIBIT 99.1

News Release

FOR IMMEDIATE RELEASE

ChinaCast Education Corporation Announces Full Year 2006 US GAAP Results

Beijing, China — April 17, 2007 — ChinaCast Education Corporation (OTCBB: CEUC.OB) (“ChinaCast” or “the Company”), one of the leading e-learning services providers to educational institutions, government agencies and corporate enterprises in China, today announced financial results for the year ended December 31, 2006.

2006 HIGHLIGHTS

• Strong growth in revenues, up 25% overall, with especially strong contribution from equipment sales.

• Net income, before non-recurring charges, up 5% year over year.

• Successful acquisition of ChinaCast Communication Holdings by ChinaCast Education Corporation (formerly Great Wall Acquisition Corporation).

Financial Highlights ¹

In millions	RMB				USD
	FY 2006		FY 2005		FY2006		FY2005
Total Revenue		189.7		152.3	$	24.3	$	19.0
University Distance Learning		71.6		51.2	$	9.1	$	6.4
K-12 Educational Content		78.5		71.6	$	10.1	$	8.9
Vocational/Career Training		39.6		29.5	$	5.1	$	3.7
Gross Profit		86.6		78.6	$	11.1	$	9.8
Profit from Operations		46.0		50.9	$	5.9	$	6.4
Profit Before Income Tax		41.1		56.1	$	5.3	$	7.0
Net Profit		19.7		34.9	$	2.5	$	4.4
Net Profit before non-recurring charges of RMB17.1 Mn at end 2006		36.8		34.9	$	4.7	$	4.4

Per Share Data	RMB				USD
	FY 2006		FY 2005		FY2006		FY2005
Earnings per share (Basic)		1.17		2.09	$	0.15	$	0.26
Share count (Basic)		16872309		16657872		16872309		16657872
Earnings per share (Diluted)		1.00		2.02	$	0.13	$	0.25
Share count (Diluted)		19731999		17292280		19731999		17292280

Chairman and Chief Executive, Ron Chan, commented: “We remain very positive on our prospects in the China education market, which is one of the largest and fastest growing in the world. We have a strong e-learning business that provides our core revenue characterized by long term contracts with

¹ Dollar values calculated at the exchange rate of US$1 = RMB 7.81 for 2006, and US$1 = RMB 8.0 for 2005

1/10

our educational institution partners. Our growth is being fuelled by the further expansion of course offerings by our university distance learning partners, the increased number of vocational/career training programs for our government and enterprise customers and the increase in distribution channels for our K-12 educational content.

“The acquisition of ChinaCast Communication Holdings (CCH) by the Company has resulted in an increase in our net cash position which we intend to utilize to accelerate the expansion of our education business. In 2007, we plan to enter into the private education market and to make additional acquisitions in the post-secondary and vocational/career training markets. We believe our strong strategic and financial position will enable the company to reap the benefits of the fast growth in the PRC education market in 2007 and beyond.”

In December 2006, ChinaCast Education Corporation (formerly Great Wall Acquisition Corporation) successfully acquired CCH, a company listed on the Singapore Stock Exchange (“SGX”) (Reuters: CCCH.SI). As of April 13, 2007, ChinaCast Education Corporation had acquired approximately 98% of CCH and intends to de-list CCH from the SGX and apply for listing on the NASDAQ Stock Market.

Revenues for ChinaCast Education Corporation reached RMB 189.7 million in 2006, up 25% over the previous year reflecting the solid growth in services, which were up 15%, and strong performance in equipment sales, which were up 63%. All three major business lines, namely, university distance learning, K-12 educational content and vocational/career training, reported revenue growth in FY 2006.

Net revenue from post secondary education distance learning services increased from RMB 51.2 million in 2005 to RMB 71.6 million in 2006, a 40% increase. The total number of post-secondary students enrolled in courses using the Company’s distance learning platforms increased to 128,000 from 113,000 at end 2005.

Revenue from the K-12 and content delivery business increased by 10% to RMB 78.5 million and the number of subscribing schools for K-12 distance learning services has stabilized at 6,500.

Net revenue from vocational and career training services and government/enterprise training and networking services increased 34% from RMB 29.5 million to RMB 39.6 million. This increase was mainly due to equipment sales for projects.

Cost of sales of the Group increased by 40% from RMB 73.8 million in 2005 to RMB 103.0 million in 2006. The increase was due to higher equipment sales which have lower margins and the amortization of intangibles arising from the acquisition of Tongfang Education in 2005. Amortization of intangibles amounted to RMB 5.4 million in 2006 compared to RMB 1.4 million in 2005. The intangible asset is amortized over 46 months from the time of the acquisition of Tongfang Education.

In 2006, the Group received a service fee of RMB 11.6 million, as compared to RMB 14.3 million in 2005. The service arose from various agreements with CCL that entitled the Group to the economic benefits of its Beijing Branch — CCLBJ. CCLBJ is in the process of transferring all its outstanding businesses, mainly in post secondary education distance learning, to the Group.

Selling expenses increased slightly by 4% to RMB 3.7 million in 2006 from RMB3.5 million in 2005 primarily due to the additional expenses from consolidating the results of Tongfang Education for the full year as well as increased marketing activities in 2006.

2/10

General and administrative expenses increased by 29% to RMB 46.5 million in 2006 from RMB 36.1 million in 2005 due to the increase in professional fees and other expenses related to the acquisition exercise. These expenses included the additional work related to filing of documents in the US as well as the additional compliance costs in Singapore where CCH is listed.

The investment impairment loss of RMB 13.3 million arose from the re-evaluation of the Group’s 20% stake in Teacher.com.cn, a subscription based internet portal providing distance learning courses to China’s teachers and school principals. It has over 300,000 paying subscribers and the business turned profitable in 2006.

The Group has foreign exchange losses of RMB 2.1 million in 2006 compared to RMB 2.4 million in 2005 because of the continuous appreciation of the RMB against the US dollar which the Group has significant holdings and is unable to convert to RMB due to the exchange control regulations in China.

The increase in interest income from RMB 4.6 million in 2005 to RMB 8.3 million in 2006 was mainly due to the increase in the Group’s cash and term deposits as well as the higher interest rates enjoyed during the year.

Overall, profit before income tax decreased from RMB 56.1 million in 2005 to RMB 41.1 million in 2006. Profit before income tax was affected by the higher professional and expenses related to the acquisition of CCH as well as the impairment loss in relation to Teacher.com.cn.

The Group’s share of net investment losses from various joint ventures amounted to RMB 0.9 million in 2006 compared to RMB 0.4 million in 2005.

Income taxes increased by 17% from RMB 10.5 million in 2005 to RMB 12.3 million in 2006 despite lower profits. The higher income tax was due to additional tax provisions of approximately RMB 1.8 million for a PRC national tax that has been in effect for a few years but had not been levied by the district tax offices. With the increasing attention of the PRC tax offices in this area and in view of the likely impact of this in 2007 under FIN48, the Group made an additional provision for the potential tax liabilities for the period 2004-2006 during the year.

Minority interest of RMB 8.1 million arose mainly as a result from the 19.73% of CCH shareholders who did not exchange for CEC shares at the end of the offer period on January 18, 2007.

Net income of the Group amounted to RMB 19.7 million in 2006 compared to RMB 34.9 million in 2005. The decrease was a result of taking a one-time investment impairment charge of RMB 13.3 million and higher professional fees and compliance costs incurred as a direct result of ChinaCast’s takeover of CCH, which caused administration expenses to jump by over 29% to RMB 46.5 million.

CCH generated over RMB 99.9 million of cash from operations in 2006 and its cash, bank balances and term deposits amounted to RMB 721 million, an increase of over 83% since the end of 2005 while remaining virtually debt free.

About ChinaCast Communication Holdings Limited (“CCH”), ChinaCast Co., Ltd. (“CCL Beijing”) and ChinaCast Li Xiang Col, Ltd. (“CCLX”)

Established in 1999 and headquartered in Beijing, CCH (SGX, Reuters: CCCH.SI) provides e-learning services and content to educational institutions, government agencies and Fortune 500 enterprises. These services include broadband network services, interactive distance learning applications, multimedia education content, educational portals, as well as IT certification and management training

3/10

courses. CCH has entered into technical service agreements with each of CCL Beijing and CCLX (collectively, the “Satellite Operating Entities” or “SOE”), pursuant to which CCH provides the SOE with certain technical services and ancillary equipment in connection with their satellite communication businesses. As compensation, CCH receives a service fee that equals the difference between the SOE’s total monthly revenues net of respective operating expenses. CCH went public on the SGX on May 14, 2004.

About ChinaCast Education Corporation (“ChinaCast”, OTCBB:CEUC)

In December 2006, ChinaCast (formerly known as Great Wall Acquisition Corporation, OTCBB: GWAQ.OB) made a successful general offer to acquire CCH. As of April 13, 2007, ChinaCast holds approximately 98% of CCH and intends to de-list CCH from the SGX and to eventually seek a listing on the NASDAQ.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

This press release 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. 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.

###

For more information, please contact:

Michael J. Santos, Chief Marketing Officer & Investor Relations Officer
ChinaCast Education Corporation
15/F Ruoy Chai Building
No. 8 Yong An-Dongli, Jianguomenwai Avenue, Chaoyang District
Beijing 100022, PRC
Tel: (86-10) 6566-7788
Email: mjsantos@chinacast.com.cn
Web: www.chinacastcomm.com

US Investor Relations Contact:
Miranda Weeks
Advanced Investor Relations, L.L.C.
Tel: (703) 485-6067
Email: Miranda@advancedinvestorrelations.com

4/10

Conference Call Information	Replay Details
Date: Wednesday April 18, 2007	The replay will be available from 1:00 pm EST*
Time: 10 am EST*	Wednesday April 18, 2007 until midnight EST* April 25, 2007
Conference Dial In Numbers:	Conference Replay Dial In Numbers:
US/Canada Toll Free: 1 800 310 6649	US/Canada Toll Free: 1 888 203 1112
International: +1 719 457 2693	International: +1 719 457 0820
	Pass Code: 6824749
Live Webcast:	Web Replay:
http://investor.shareholder.com/media/chinacast/	http://investor.shareholder.com/media/chinacast/
*EST=Eastern Standard Time

A copy of the company’s latest investor presentation will also be available at the above web link no later than 10 am EST on 18 April 2007.

5/10

CHINACAST EDUCATION CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share-related data)

	As of December 31,
	2005		2006		2006
	RMB		RMB		US$
Assets
Current assets:
Cash and cash equivalents		120,368		278,067		35,650
Term deposits		273,798		442,921		56,785
Accounts receivable, net of allowance of RMB37 and RMB148 for 2005 and 2006, respectively		39,277		41,692		5,345
Inventory		3,276		3,067		393
Prepaid expenses and other current assets		16,489		5,199		667
Amounts due from related parties		8,605		2,583		331
Total current assets		461,813		773,529		99,171
Property and equipment, net		20,264		14,332		1,837
Acquired intangible assets, net		19,378		14,028		1,798
Refundable deposit for the purchase of equipment		3,800		—		—
Long-term investments		19,298		5,114		656
Deferred tax assets		345		172		22
Non-current advances to a related party		148,477		129,866		16,649
Goodwill		3,538		3,538		454
Total assets		676,913		940,579		120,587
Liabilities, minority interest, and shareholders’ equity
Current liabilities:
Accounts payable		10,627		16,403		2,103
Accrued expenses and other current liabilities		44,847		96,204		12,334
Amounts due to related parties		87		4,469		573
Income taxes payable		28,280		43,497		5,576
Current portion of capital lease obligation		152		146		19
Total current liabilities		83,993		159,991		20,512
Capital lease obligation, net of current portion		190		37		5
Total liabilities		84,183		160,028		20,517
Minority interest		135,580		145,501		18,654

6/10

CHINACAST EDUCATION CORPORATION
CONSOLIDATED BALANCE SHEETS — continued
(In thousands, except share-related data)

	As of December 31,
	2005			2006			2006
	RMB			RMB			US$
Commitments
Shareholders’ equity:
Ordinary shares (US$0.0001 par value; 20,000,000 and 100,000,000 shares authorized in 2005 and 2006, respectively; 16,657,872 and 23,140,702 shares issued and outstanding in 2005 and 2006, respectively)		13			18			2
Additional paid-in capital		493,306			653,000			83,718
Statutory reserve		6,533			9,721			1,246
Accumulated other comprehensive loss		(1,259	)		(2,762	)		(354	)
Accumulated deficit		(41,443	)		(24,927	)		(3,196	)
Total shareholders’ equity		457,150			635,050			81,416
Total liabilities, minority interest, and shareholders’ equity		676,913			940,579			120,587

7/10

CHINACAST EDUCATION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share-related data)

	For the years ended December 31,
	2004			2005			2006			2006
	RMB			RMB			RMB			US$
Revenues:
Service		79,408			122,550			141,126			18,093
Equipment		1,163			29,797			48,563			6,226
		80,571			152,347			189,689			24,319
Cost of revenues:
Service		(38,979	)		(44,703	)		(54,914	)		(7,040	)
Equipment		(734	)		(29,054	)		(48,139	)		(6,172	)
		(39,713	)		(73,757	)		(103,053	)		(13,212	)
Gross profit		40,858			78,590			86,636			11,107
Operating (expenses) income:
Selling and marketing expenses (including share-based compensation of RMB1,623, RMB148 and RMBnil for 2004, 2005 and 2006, respectively)		(3,613	)		(3,543	)		(3,679	)		(472	)
General and administrative expenses (including share-based compensation of RMB21,699, RMB1,770 and RMB1,181 for 2004, 2005 and 2006, respectively)		(49,893	)		(36,065	)		(46,459	)		(5,956	)
Foreign exchange loss		(78	)		(2,361	)		(2,118	)		(272	)
Management service fee		34,451			14,286			11,623			1,490
Total operating expenses, net		(19,133	)		(27,683	)		(40,633	)		(5,210	)
Income from operations		21,725			50,907			46,003			5,897
Impairment loss on cost method investment		—			—			(13,270	)		(1,701	)
Interest income		2,648			4,604			8,345			1,070
Interest expense		(391	)		(19	)		(18	)		(2	)
Other income		144			581			—			—
Income before provision for income taxes, earnings in equity investments, and minority interest		24,126			56,073			41,060			5,264
Provision for income taxes		(8,689	)		(10,540	)		(12,299	)		(1,577	)
Net income before earnings in equity investments and minority interest		15,437			45,533			28,761			3,687
Earnings in equity investments		—			(402	)		(914	)		(117	)
Minority interest		(3,045	)		(10,243	)		(8,143	)		(1,044	)
Net income		12,392			34,888			19,704			2,526
Deemed dividend on redeemable convertible preference shares		(8,490	)		—			—			—
Net income attributable to holders of ordinary shares		3,902			34,888			19,704			2,526
Net income per share
Basic		0.29			2.09			1.17			0.15
Diluted		0.28			2.02			1.00			0.13
Weighted average shares used in computation:
Basic		13,435,378			16,657,872			16,872,309			16,872,309
Diluted		13,903,398			17,292,280			19,731,999			19,731,999

8/10

CHINACAST EDUCATION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	For the years ended December 31,
	2004			2005			2006			2006
	RMB			RMB			RMB			US$
Cash flows from operating activities:
Net income		12,392			34,888			19,704			2,526
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest		3,045			10,243			8,143			1,044
Depreciation and amortization		5,740			8,745			12,336			1,582
Amortization of deferred share-based compensation		23,322			1,918			1,181			151
Provision for bad debts		—			37			111			14
Loss on disposal of property and equipment		229			3			7			1
Earnings in equity investments		—			402			914			117
Impairment loss on cost method investment		—			—			13,270			1,701
Changes in assets and liabilities:
Accounts receivable		10,055			(22,713	)		(3,212	)		(412	)
Inventory		(338	)		(508	)		352			45
Prepaid expenses and other current assets		(1,037	)		(5,345	)		9,524			1,221
Amounts due from related parties		4,937			(1,694	)		821			105
Accounts payable		1,493			7,418			5,776			740
Accrued expenses and other current liabilities		6,025			16,941			13,961			1,792
Amount due to related parties		—			87			243			31
Income taxes payable		8,296			7,335			11,639			1,492
Deferred tax assets		173			172			173			22
Net cash provided by operating activities		74,332			57,929			94,943			12,172
Cash flows from investing activities:
Purchase of equity investment		(400	)		(4,300	)		—			—
Purchase of cost investment		—			(15,000	)		—			—
Repayment from amount due from a related party		—			—			5,000			641
Advances to related parties		(11,336	)		(15,182	)		—			—
Repayment from advance to related parties		—			—			18,611			2,386
Refundable deposit for the purchase of equipment		(20,556	)		(3,800	)		—			—
Return of deposit for the purchase of equipment		—			9,004			3,800			487
Deposits for business acquisition		—			—			(10,000	)		(1,282	)
Return of deposit for business acquisition		—			—			10,000			1,282
Purchase of property and equipment		(306	)		(297	)		(1,301	)		(167	)
Purchase of subsidiaries, net of cash acquired		—			(12,195	)		—			—
Term deposits		(259,588	)		50,103			(169,123	)		(21,682	)
Net cash (used in) provided by investing activities		(292,186	)		8,333			(143,013	)		(18,335	)
Cash flows from financing activities:
Cash paid for acquiring ordinary shares from minority shareholders		(455	)		—			—			—
Net cash proceeds from the Share Exchange Transaction (Note 1)		—			—			196,247			25,160
Proceeds from issuance of ordinary shares, net of issuance cost		239,661			—			—			—
Repayment of capital lease obligation		(154	)		(151	)		(160	)		(21	)
Repayment of bank loan		(60	)		(140	)		—			—
Repayment of advances from related parities		(13,402	)		—			—			—
Exercise of share options		—			—			9,699			1,244
Net cash provided by (used in) financing activities		225,590			(291	)		205,786			26,383
Effect of foreign exchange rate changes		7			(28	)		(17	)		(2	)
Net increase in cash and cash equivalents		7,743			65,943			157,699			20,218

9/10

	For the years ended December 31,
	2004		2005			2006		2006
	RMB		RMB			RMB		US$
Cash and cash equivalents at beginning of the year		46,682		54,425			120,368		15,432
Cash and cash equivalents at end of the year		54,425		120,368			278,067		35,650
Non-cash investing and financing activities:
Conversion of Series A redeemable convertible preference shares and Series B redeemable convertible preference shares into ordinary shares		310,106		—			—		—
Acquisition of property and equipment in exchange for payable		—		392			144		18
Supplemental cash flow information:
Interest paid		391		19			18		2
Income taxes paid		220		3,270			1,314		168
Acquisition of subsidiaries:
Cash consideration				21,000			—		—
Assets acquired (including cash and cash equivalent of RMB2,505, intangible assets of RMB20,736 and goodwill of RMB1,595)				27,597			—		—
Liabilities assumed				(4,113	)		—		—
Minority interest				(2,484	)		—		—
				21,000			—		—

10/10