S-3

As filed with the Securities and Exchange Commission on December 1, 2009

Registration No. 333-               

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ChinaCast Education Corporation

(Exact name of registrant as specified in its charter)

Delaware	4812	20-0178991
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

Suite 08, 20/F, One International Financial Center, 1 Harbour View Street,

Central, Hong Kong

(852) 3960-6506

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 National Corporate Research

615 South Dupont Highway

Dover Delaware 19901

(302) 734-1450

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 Mitchell S. Nussbaum, Esq.

Angela M. Dowd, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Telephone:  (212) 407-4000

Fax:  (212) 407-4990

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-153165

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Proposed Maximum		Amount of
Title of Each Class of	Offering Price	Aggregate Offering		Registration
Securities To Be Registered	per Share	Price		Fee(2)
Common Stock, par value $0.0001 per share (1)			$7,790,000		$434.69	(2)

(1) Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2) Calculated pursuant to Rule 457(o) under the Securities Act.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933.

EXPLANATORY NOTE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV of Form S-3.

This Registration Statement relates to the shelf registration statement on Form S-3 (File Number 333-153165) (the “Prior Registration Statement”) declared effective on  September 24, 2008 by the Commission, and is being filed for the purpose of registering up to $7,790,000 additional aggregate dollar amount of shares of the Registrant’s Common Stock, par value $0.0001 per share.  The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Prior Registration Statement, including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.  The required opinions and consents are listed on the Exhibit Index attached to and filed with this Registration Statement.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. Exhibits and Financial Statement Schedules.

All exhibits filed or incorporated by reference in the registrant’s Registration Statement on Form S-3, as amended (File No. 333-153165), are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

Exhibit Number	Description of the Document
5.1	Opinion of Loeb & Loeb LLP
23.1	Consent of Deloitte Touche Tohmatsu CPA Ltd.
23.2	Consent ofJimmy C.H. Cheung & Co.Certified Public Accountants
23.3	Consent of  Loeb & Loeb LLP (included in Exhibit 5.1)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hong Kong, People’s Republic of China on this 1st day of December, 2009.

	CHINACAST EDUCATION CORPORATION
By:	/s/ Ron Chan Tze Ngon
	Ron Chan Tze Ngon
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

NAME	TITLE	DATE
/s/ Ron Chan Tze Ngon	Chairman, Chief Executive Officer and Director (Principal	December 1, 2009
Ron Chan Tze Ngon	Executive Officer)
/s/ Antonio Sena	Chief Financial Officer (Principal Financial and Accounting	December 1, 2009
Antonio Sena	Officer)
/s/ Michael Santos	President, International and Director	December 1, 2009
Michael Santos
/s/ Justin Tang	Director	December 1, 2009
Justin Tang
/s/ Richard Xue	Director	December 1, 2009
Richard Xue
/s/ Daniel Tseung	Director	December 1, 2009
Daniel Tseung

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EXHIBIT INDEX

Exhibit Number	Description of the Document
5.1	Opinion of Loeb & Loeb LLP
23.1	Consent of Deloitte Touche Tohmatsu CPA Ltd.
23.2	Consent ofJimmy C.H. Cheung & Co.Certified Public Accountants
23.3	Consent of  Loeb & Loeb LLP (included in Exhibit 5.1)

EX-5.1

EXHIBIT 5.1

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154-1895   Main      212.407.4000 Fax         212.407.4990

December 1, 2009

ChinaCast Education Corporation

Suite 08, 20/F, One International Financial Centre

No. 1 Harbour View Street

Central, Hong Kong

Ladies and Gentlemen:

We have acted as counsel to ChinaCast Education Corporation, a Delaware corporation. (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Company Shares”), as described in the Company’s Registration Statement on Form S-3 filed pursuant to Rule 462(b) under the Act initially filed with the U.S. Securities and Exchange Commission on December 1, 2009 (the “462(b) Registration Statement”). The 462(b) Registration Statement is being filed to register additional securities pursuant to Rule 462(b), for an underwritten public offering related to the Registration Statement on Form S-3 (File No. 333-153165), as amended (the “Original Registration Statement”).  The 462(b) Registration Statement incorporates by reference the Original Registration Statement and the related prospectus included therein (the “Prospectus”).  All of the Company Shares are to be sold by the Company as described in the Original Registration Statement, the Prospectus, and the prospectus supplement to be filed with the Commission pursuant to Rule 424(b) promulgated under the Act (the “Prospectus Supplement”).

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company.

Based upon the foregoing, we are of the opinion that when the 462(b) Registration Statement has become effective under the Act, the Company Shares when duly issued and sold in the manner described in the Prospectus and the Prospectus Supplement, and upon receipt by the Company of payment therefor as described in the “Underwriting” Section of the Prospectuc and the Prospectus Supplement, will be validly issued, fully paid and non-assessable.

We express no opinion as to matters governed by any laws other than the Delaware General Corporation Law in effect on the date hereof.

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A limited liability partnership including professional corporations

ChinaCast Education Corporation December 1, 2009 Page 2

We hereby consent to the use of this opinion as an exhibit to the 462(b) Registration Statement, to the use of our name as your counsel and to all references made to us in the 462(b) Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Loeb & Loeb LLP

Loeb & Loeb LLP

EX-23.1

  
    Unassociated Document
    
    
    
    
    
    

EX-23.2