UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





Form
10-K





[Mark
One]


[X]
       ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934





For
the fiscal year ended June 30th, 2009





[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the transition period from [   ] to
[   ]





Commission
File Number: 333-153182





Great
Wall Builders Ltd.,


(Exact
name of registrant as specified in its charters)





Texas
            
            71-1051037(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.Employer
      Identification No.)2620
      Fountainview, #115B
              Houston,
      Texas 77057
              (Address
      of principal executive offices)





(281)-
575-0636


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:


Title of Each
      Class
            Name of Each Exchange
      On Which RegisteredN/A
            N/A





Securities
registered pursuant to Section 12(g) of the Act:





N/A


(Title
of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes [   ]   No
[X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [  ]   No [ X
]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]   No [   ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [  ]





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.  (Check
one):





Large
      accelerated filer
            [
        ]
            Accelerated
      filer
            [
       ]Non-accelerated
      filer
            [
        ]
            Smaller
      reporting company
            [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes [  ] No [X]





As
of June 30th, the
aggregate market value of the common stock held by non-affiliates of the
Registrant was approximately $3,936,000.





The
number of shares of Registrant’s common stock outstanding as of June 30th,
2009 was 4,800,000








PART
1





PAGEItem:
      1.
            Business
            1-3Item:
      1A.
            Risk
      Factors
            3Item:
      1B
            Unresolved
      Staff Comments
            4Item:
      2
            Properties
            4Item:
      3
            Legal
      Proceedings
            4Item:
      4
            Submission
      of Matters to Vote of Security Holders
            4PART
      11Item:
      5
            Market
      for Registrant’s Common Equity and Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            5-6Item:
      6
            Selected
      Financial Data
            9Item:
      7
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            6-9Item:
      7A
            Quantitative
      and Qualitative Disclosures About Market Risk
            10Item:
      8
            Financial
      statements and supplemental data
            11-16Item:
      9
            Changes
      In and Disagreements With Accountants and Accounting and Financial
      Disclosure
            16Item:
      9A
            Controls
      and Procedures
            16-18Item:
      9B
            Other
      Information
            18PART
      111Item:
      10
            Director,
      Executive Officers and Corporate Governance
            18-20Item:
      11
            Executive
      Compensation
            20-22Item:
      12
            Owners
      and Management and Related Stockholder Matters
            22Item:
      13
            Certain
      Relationships and Related Transactions and Director
      Independence
            23Item:14
            Principal
      Accountant Fees and Services
            23PART
      1VItem:
      15
            Exhibits,
      Financial Statement Schedules
            24











PART
1





Item:
1 BUSINESS


This
annual report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable
terminology.





Forward
looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.





Our
financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles. As used
in this annual report, the terms "we", "us", "our" and "Great Wall Builders"
mean Great Wall Builders Ltd. unless otherwise indicated.





OVERVIEW


Great
Wall Builders Ltd., incorporated in Texas on November 3,2007. We plan to provide
affordable homes with solar integrated system in Texas. Growth and expansion
opportunities have also been identified in other regions of the United States as
well as in China. The need for affordable homes with solar integrated system in
the United States is in great demand due to change of consumer preferences for
smaller homes and rising energy costs. We plan to design and sell affordable
homes and offer other innovative solar integrated system such as solar roof
tiles, solar hot water heaters and solar photovoltaic systems. We expect to
promote our affordable homes for American families with solar integrated
features in the U.S. and China.





PRIMARY
PRODUCTS


A)
            Affordable
      Homes in USA


We
anticipate to build affordable homes in Houston HOPE neighborhoods. Houston HOPE is the City Mayor’s initiative to reinvest
in some of Houston’s historic neighborhoods through a combination of
stabilization activities and by supporting locally-led community building
activities. The goal of Houston HOPE is to build stronger neighborhoods that
meet the needs of their current residents and are attractive to new families. As
of June 30th, 2009, the Houston HOPE is offering homebuyers up to
$37,500 as down payment assistance for buying newor existing homes in
HOPE neighborhoods. Both Homebuyers and we are benefiting from $37,500, the
Houston HOPE down payment assistance program. In addition, the American Recovery
and Reinvestment Act of 2009, a federal program, provides as much as $8,000 tax
credit to qualified first-time homebuyers. We believe the federal and Houston’s
economic stimulus incentives will motivated the first time home buyers to buy
our affordable homes in HOPE neighborhoods. HOPE neighborhoods include these
Houston neighborhoods and boundaries: Acres Homes,
Denver Harbor, Fifth Ward, Independence Heights, Near Northside, Settlegast,
Sunnyside, and Trinity Gardens.


1





We
believe American families need homes and shelters in every major cities and
States. With the support of federal, state and cities’ economic grants and
incentives, we believe we can fulfilled the American dreams of homeownership by
building affordable homes. We need the support of federal, state and cities’
economic stimulus grants to fulfill the dream of homeownership for every
American families.





B)
Affordable Homes in China


We
anticipate to form partnerships and joint ventures with real estate developers,
architects, building contractors, building materials suppliers, real estate
brokers and banking institutions in China. We expect to build affordable homes
in major cities in China, including but is not limited to Beijing, Shanghai,
Guangzhou, Hong Kong, Macau, Tianjin, Chengdu, Shenyang. With our plans for
expansion in China, we expect our operating expenses will increased
substantially in 2010. In China, Real estate developers generally have unsold
inventory homes during economic downturns, we expect to acquired their unsold
inventory homes using our equity and debt financing and resell these inventory
homes to qualified buyers in China.





SECONDARY
PRODUCTS


We
expect to offer the following solar related products as part of our solar
integrated system home. We intend to offer these solar integrated systems as
upgrades only.





(C)
            Solar
      Water Heater (SWH)


Solar
water heating (SWH) systems are reliable and economical appliances for heating
domestic water. They typically consist of collectors, a controller and storage
tanks. SWH systems are economical to install and energy efficient. When they are
installed on new houses and the cost is included in the mortgage, the increase
in the monthly payment is small.





(D)Solar Electric
Photovoltaic (PV) System


Solar
electric systems contain modules made up of photovoltaic (PV) cells that
generate electricity when exposed to sunlight. They have no moving parts,
require almost no maintenance, and last for decades. The PV cells generate
direct current (DC) electricity, which is converted to alternating current (AC)
electricity by an inverter. Our PV systems come in a range of efficiencies and
configurations. PV systems with modules that are mounted over existing roofing
are still the most common.





(E)
Solar integrated roof tiles


Our
solar integrated roof tiles consist of many shapes and sizes which offer a
clean, unobtrusive look that’s especially pleasing to homeowners. These solar
modules are quick and easy to integrate into the roof in the same manner as
common, flat concrete tiles. They’re designed for weather blocking, with a water
channel design similar to concrete tiles. Offering superior durability, they are
resistant to moisture, impact and high winds. Our solar roof modules consist of
an ideal combination of aesthetics, performance and ease of installation for a
wide range of residential new construction。





MARKETING
AND SALES


We
market and sell our homes through commissioned employees and independent real
estate brokers. Independent real estate broker normally assisted prospective
homebuyers for negotiations. Prospective homebuyers are typically first-time
homebuyers who need assistances for sources of financing and other related
matters. We do not yet have a mortgage lending division that could originate
residential loans for the prospective homebuyers.


2








COMPETITION


The homebuilding business is competitive. We compete
with numerous home builders of varying sizes, ranging from local to national in
scope, some of which have better financial resources than we have. We anticipate
building homes in several community redevelopment neighborhoods with federal,
state and cities incentives to lessen the competition from other builders. Most
custom builders do not want to build in targeted neighborhoods that have
ceilings on selling prices such as the Houston HOPE neighborhoods. We anticipate
to built new single family homes that sell for less than $150,000 and duplexes
that sell for less than $200,000 in these community redevelopment
neighborhoods.





REGULATION
AND ENVIRONMENT MATTERS


We are subject to various local, state
and federal statutes, ordinances, rules and regulations concerning zoning,
building design, construction and similar matters, including local regulations
which impose restrictive zoning and density requirements. City of Houston does
not have zoning laws but it enforces deed restrictions in certain neighborhoods.
We anticipate to complied with applicable building codes and zoning laws in our
remodeling and building activities.





INTELLECTUAL
PROPERTIES


We
intend to assert our rights aggressively under trade secret, unfair competition,
trademark, patent, and copyright laws to protect our intellectual properties
including our trademarks. Our trademark has substantial proprietary values. It
is based on red color with ornaments and centered with a dragon. The dragon was
a distinctive symbol of Manchurian noble families and artisans, a heritage in
which we are a part.





RESEARCH
AND DEVELOPMENT


We
have incurred -0- amount in research or development expenditures since our
inception. We believe there will be substantial research and development
expenditures once we engage in research and development for solar building
materials or acquired other technological intensive enterprises from
China.





EMPLOYEES


Most
activities to date have been undertaken by our Chief Executive Officer and other
individuals retained on an independent contractor basis. We anticipate that we
will begin hiring additional employees, independent contractors and consultants
as our business expand in the United States and in China.





AVAILABLE
INFORMATION


We file annual, quarterly and current
8-K reports, and other information with the Securities and Exchange Commission
(the “SEC”). These filings are available to the public over the Internet at the
SEC’s web site athttp://www.sec.gov.You may also read and copy any
document we file at the SEC’s public reference room located at
100 F Street, N.E., Washington, DC 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room.





Item: 1A   RISK FACTORS


We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information under this item.





3





Item: 1B  UNRESOLVED STAFF COMENTS


We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information required under this
item.




Item: 2  PROPERTIES






Our
executive office is located at 2620 Fountainview, #115B, Houston, Texas 77057.
We have not entered into lease agreement for this office. This office is not
sufficient to meet our present needs and we are securing alternative or
additional office spaces. We owned several residential lots in Houston,
Texas.




Item:
3   LEGAL PROCEEDINGS


The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated. No director, officer, or affiliate of the issuer
and no owner of record or beneficiary of more than 5% of the securities of the
issuer, or any security holder is a party adverse to the small business issuer
or has a material interest adverse to the small business issuer.





Item: 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS


There
were no matters submitted to a vote of our security holders either through
solicitation of proxies or otherwise in the fourth quarter of the fiscal year
ended June 30th,
2009.





PART II





Item: 5   MARKET
FOR REGISTRATNT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES





MARKET
INFORMATION


Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”). The OTCBB
is a network of security dealers who buy and sell stock. The dealers are
connected by a computer network that provides information on current "bids" and
"asks", as well as volume information. Our shares are quoted on the OTCBB under
the symbol “GWBU.OB.”





For
the periods indicated, the following table presents the range of high and low
bid quotations for the common stock as reported by the OTC Bulletin Board during
the quarter being reported. Prices below reflect inter-dealer prices, without
retail write-up, write-down or commission and may not represent actual
transactions.





Fiscal Year ending June 30,
2009                       High                  
Low


First
Quarter                                               
$ N/A        $ N/A


Second
Quarter                                             $
N/A       $ N/A


Third
Quarter                                                $
3.62       $ 2.00


Fourth
Quarter                                              $
2.00       $ 2.00





Fiscal Year ending June 30,
2008


First
Quarter                                                
$ N/A        $ N/A


Second
Quarter                                             $
N/A        $ N/A


Third
Quarter                                                $
N/A        $ N/A


Fourth
Quarter                                              $
N/A        $ N/A





4








PENNY
STOCK


The
SEC has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.





The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.





HOLDERS
OF OUR COMMON STOCK


As
of June 30, 2009, we had 4,800,000 shares of our common stock issued and
outstanding, held by 59 shareholders of
record.





DIVIDEND


We
have not paid any dividends on our common stock, and it is not anticipated that
any dividends will be paid in the foreseeable future. The declaration and
payment of dividends in the future will be determined by the Board of Directors
in light of conditions then existing, including our earnings, financial
condition, capital requirements.





5





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


We
do not have any compensation plan under which equity securities are authorized
for issuance.





RECENT
SALES OF UNREGISTERED SECURITIES


We
did not sell any equity securities which were not registered under the
Securities Act during the year ended June 30, 2009 that were not otherwise
disclosed on our quarterly reports on Form 10-Q or our current reports on Form
8-K filed during the year ended June 30, 2009.








Item
      6
            SELECTED
      FINANCIAL DATA


We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information under this item.


Item:
7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION


The
following discussion should be read in conjunction with our audited financial
statements and the related notes for the year ended June 30, 2009 that appear
elsewhere in this annual report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to those discussed below and elsewhere in this
10-K. Our audited financial statements are stated in United States Dollars and
are prepared in accordance with United States Generally Accepted Accounting
Principles.





PLAN
OF OPERATION AND FUNDING


We
have entered into a LETTER OF INTENT with Yunnan Zhoungyou Group Ltd., for
merger and acquisition initiatives on June 30, 2009.Yunnan Zhoungyou Group Ltd., is
one of the largest building material manufacturers with more than 100 acres of
manufacturing facilities, and more than 500 employees in Yunnan Province,
People's Republic of China. In addition, we expect to enter into negotiations
for more joint ventures, mergers and acquisitions candidates with other well
capitalized companies from China. It is our on-going efforts to gain entry into
the market in China. One of our main business objectives is to eventually listed
at NASDAQ or other major national exchanges once we have merged or acquired by
other well capitalized companies from China.





We
have financed operations to date through the proceeds of the private placement
of equity and advanced funds from officer and director. In connection with our
business plan, management anticipates increase in operating expenses
and capital expenditures related to: (I) acquisition of building lots; (ii)
domestic and international travel expenses (iii) civil Engineering and
architectural fees. (iv) other expenses related to our expansion plans to China.
We intend to finance these expenses with issuances of securities or
debt instruments. Thereafter, we expect we will need to raise additional
capital and generate revenues to meet our long-term operating
requirements.





6








EXPENDITURES


We
expect to spend approximately $625,000 in acquisition of residential lots during
the twelve-month period ending June 30, 2010.





GENERAL
AND ADMINISTRATIVE EXPENSES


We
expect to spend approximately $350,000 during the twelve-month period ending
June 30, 2010 for general and administrative expenses, include but are not
limited to civil engineer fees, architect fees, legal and professional fees,
real estate sales commissions, advertising, public relations, domestic and
international travel, salaries, and other general and administrative expenses
related o our expansion plans to China.





CONTRACTUAL
OBLIGATIONS




As a “small reporting
company”, we are not required to provide tabular disclosure
obligations.




GOING
CONCERN


The
audited financial statements included with this annual report have been prepared
on the going concern basis which assumes that adequate sources of financing will
be obtained as required and that our assets will be realized and liabilities
settled in the ordinary course of business. Accordingly, the audited financial
statements do not include any adjustments related to the recoverability of
assets and classification of assets and liabilities that might be necessary
should we be unable to continue as a going concern.





COMPANY
OVERVIEW AND BUSINESS OPERATIONS


Great
Wall Builders Ltd, (OTCBB: GWBU.OB) is a home builder specializes in building
affordable homes, solar energy homes, and installation of solar related home
products. Changing in consumer preferences for smaller and affordable homes with
solar feature create markets for our new homes. Advances in solar technologies,
the relentless rise of conventional electricity prices, create additional
markets for our “green” homes that save monthly electricity bills and preserve a
better environment for our future generations.





Our
management believes that affordable homes and solar homes will be the next
building trend in the United States and abroad. We already identified affordable
building sites in Houston HOPE neighborhoods. In addition, we intend to offer
affordable homes and solar homes in China.





RESULTS
OF OPERATION


We
expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities, Private Placement Offerings, Employee
Stock Options Plans, and advanced funds from officers and
directors.





12
month period ended June 30, 2009 compared to the period from inception (November
3, 2007) to June 30th,
2009.


Our
net loss for the twelve period ended June 30th 2009 was approximately $47,342
compared to a net loss of $56,558 during the period from inception (November 3,
2007) to June 30th 2008.  During the twelve month period ended June
30th, 2009, we generated $61,860 in revenues. During the twelve month period
ended June 30th, 2009, we incurred general and administrative expenses of
$31,022 compared to $-0- incurred during the period from inception (November
3rd, 2007) to June 30th,
2009. General and administrative expenses incurred during the
twelve





7





month
period ended  June 30th,2009 were generally related to corporate
overhead, legal and accounting, stock transfer agents, Edgar filings, start-up
expenses, housing and automobile allowances for officer. Our net loss during the
twelve period ended June 30, 2009 was $47,342 compared to a net loss of $56,558
during the period from inception (November 3rd, 2007) to June 30th,
2009.





LIQUIDITY
AND CAPITAL RESOURCES


As
at the twelve month period ended June 30, 2009, our current assets were $24,751
and our total liabilities were $102,651 which resulted in a negative working
capital of $ 77,990 As at the 12 month period June 30, 2009 current assets were
comprised of 24,751 in cash compared to $20,000.00 in cash at our fiscal year
ended June 30, 2008.





Stockholders'
equity decreased from $6,942 for fiscal year ended June 30, 2008 to $40,400for
the twelve period ended June 30th,
2009. As at the twelve month period ended June 30th,
2009, our total assets were $62,251 and our total liabilities were
$102,651 which resulted in negative working capital of
$40,400





OFF-BALANCE
SHEET ARRANGEMENTS


We
have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.





APPLICATION
OF CRITICAL ACCOUNTING ESTIMATES


The
Company prepares its financial statements in conformity with Generally Accepted
Accounting Principles ("GAAP"), which requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
periods. Significant estimates made by management include, among others,
realization of long-lived assets, estimating fair value associated with equity
transactions and valuation of deferred tax assets. Actual results could differ
from those estimates.





REVENUE
RECOGNITION


The
Company’s revenues are recorded in accordance with the SEC Staff Accounting
Bulletin No. 104, “Revenue Recognition.” The Company recognizes revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the fee is
fixed or determinable, and collectability is reasonably assured.  In
instances where final acceptance of the product is specified by the customer or
is uncertain, revenue is deferred until all acceptance criteria have been met.
For the periods from November3, 2007 (inception) to June 30, 2008 and from June
30,2008 to June 30, 2009, respectively, the Company recognized $61,680 in
service revenue.





RECENT
ACCOUNTING PRONOUNCEMENTS


In
September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”
(FAS 157), which defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements.
The provisions of FAS 157 become effective as of the beginning of our 2009
fiscal year. The adoption of FAS 157 did not have a significant impact on our
financial statements.




In
September 2006, the FASB issued Statement No. 158 “Employer’s Accounting for
Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB
Statements No. 87, 88, 106, and 132(R) (FAS 158). FAS 158






8









requires
that employers recognize the funded status of their defined benefit pension and
other postretirement plans on the balance sheet and recognize as a component of
other comprehensive income, net of tax, the plan-related gains or losses and
prior service costs or credits that arise during the period but are not
recognized as components of net periodic benefit cost. We adopted FAS 158 on
April 30, 2007. The adoption of FAS 158 did not have a significant impact on our
financial statements.




In
February 2007, the FASB issued Statement No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115” (FAS 159). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. The adoption of FAS 159 did not have a significant impact
on our financial statements.




In
December 2007, the FASB issued SFAS 160, “Non-controlling interests in
Consolidated Financial Statements, an amendment of ARB No. 51” which applies to
all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding non-controlling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008.




In
March 2007, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No. 133,”
(SFAS “161”) as amended and interpreted, which requires enhanced disclosures
about an entity’s derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted, but not expected.




In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation of
FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted. The adoption of
this statement is not expected to have a material effect on the Company’s
financial statements.






9







In
May 2009, the FASB issued SFAS No. 165 entitled “Subsequent
Events”.  Transactions and events that occur after the balance sheet
date but before the financial statements are issued or are available to be
issued (which are generally referred to as subsequent events) that are addressed
by other GAAP, such as those governed by FASB Interpretation No. 48, SFAS No. 5
and SFAS No. 128, are not within the scope of SFAS No. 165.  Companies
are now required to disclose the date through which subsequent events have been
evaluated by management.  Public entities (as defined) must conduct
the evaluation as of the date the financial statements are issued, and provide
disclosure that such date was used for this evaluation.  SFAS No. 165
provides that financial statements are considered “issued” when they are widely
distributed for general use and reliance in a form and format that complies with
GAAP.  SFAS No. 165 is effective for interim or annual periods ending
after June 15, 2009, and must be applied prospectively.  The adoption
of SFAS No. 165 during the year ended June 30, 2009 did not have a significant
effect on the Company’s financial statements as of that date or for the year
then ended.  In connection with preparing the accompanying financial
statements as of and for the year ended June 30, 2009, management evaluated
subsequent events through November 10, 2009 which is the date that such
financial statements were issued (filed with the SEC).





In
June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—A
Replacement of FASB Statement No. 162 (“SFAS 168”), which established the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied in the preparation of financial
statements in conformity with generally accepted accounting
principles.  SFAS 168 explicitly recognizes rules and interpretative
releases of the SEC under federal securities laws as authoritative GAAP for SEC
registrants.  SFAS 168 will become effective in the third quarter of
2009 and will not have a material impact on the Company’s results of operations,
financial position or liquidity.


Item
7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURE
 As
a small reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item. Our audited financial
statements are stated in United States dollars (US$) and are prepared in
accordance with United States Generally Accepted Accounting
Principles.





10





ITEM
8 .  FINANCIAL STATEMENTS AND OTHER DATA























INDEX
TO FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
            F1Balance
      Sheet at June 30, 2009 and 2008
            F2Statements
      of Operations for the Years Ended June 30, 2009 and 2008
            F3Statements
      of Shareholders' Equity for the Years Ended June 30, 2009 and
      2008
            F4Statements
      of Cash Flows for the Years Ended June 30, 2009 and 2008
            F5Notes
      to Financial Statements.
            F6








Report
of Independent Registered Public Accounting Firm





The
Board of Directors


Great
Wall Builders Ltd.:





We
have audited the accompanying balance sheets of Great Wall Builders Ltd. (the
"Company"), a development stage company, as of June 30, 2009 and 2008, and the
related statements of operations, shareholders' equity and cash flows for each
of the years in the two-year period ended June 30, 2009 and for the period
November 3, 2007 (Inception) through June 30th, 2009. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits include consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Great Wall Builders Ltd. as of June
30, 2009 and 2008, and the results of its operations and its cash flows for each
of the years in the two period ended June 30, 2009 and for the period November
3, 2007 (Inception) through June 30, 2009 then ended, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has recurring losses from
operations and had stockholder’s deficit of approximately $40,400 at June 30,
2009. As discussed in Note 1 to the financial statements, a significant amount
of additional capital will be necessary to advance operations to the point at
which the Company is profitable. These conditions, among others, raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding these matters are also described in Note 1. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








/s/
Anton & Chia, LLP





Irvine,
California


November
10, 2009








F1











GREAT
WALL BUILDERS LTD.,


(Development
Stage Company)


BALANCE
SHEET





June
      30
            
            
            June
      302009
            
            
            2008ASSETSCURRENT
      ASSETSCash
            
            $
            24,751
            
            
            $
            20,000Total
      Current Assets
            
            
            24,751
            
            
            
            20,000Property
            
            
            37,500
            
            
            
            37,500TOTAL
      ASSETS
            
            $
            62,251
            
            
            $
            57,500LIABILITIES
      AND STOCKHOLDER’S EQUITYAccount
      payable and accrued liabilities
            
            $
            102,651
            
            
            $
            50,558TOTAL
      LIABILITIES
            
            $
            102,651
            
            
            $
            50,558--
            
            
            
            --SHAREHOLDER’S
      EQUITY ( DEFICIT)Preferred
      stock, $.0001 par value, 98,989,886 authorized, no shares issued and
      outstanding
            
            
            --
            
            
            
            --Com
      $Common Stock, 0001 par value, 918,816,988 authorized, 4,800,000 shares
      issued and outstanding.
            
            
            482
            
            
            
            482Additional
      paid-in Capital
            
            
            63,018
            
            
            
            63,018Deficit
      accumulated during development stage
            
            
            (103,900)
            
            
            
            (56,558
            )Total
      Stockholders’ Equity (Deficit)
            
            
            (40,400)
            
            
            
            6,942TOTAL
      LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
            
            $
            62,251
            
            
            $
            57,500





The
accompanying notes are an integral part of the financial statements


F2








GREAT
WALL BUILDERS LTD.,


(Development
Stage Company)


STATEMENTS
OF OPERATIONS


For
the years ended June 30, 2009 and 2008 and


for
the period November 3, 2007 (Inception) through June 30, 2009





For
      the
              Period
      fromNov.
      3rd, 2007(inception)
      toMarch
      31st2009
            
            
            2008
            
            
            2009Service
      revenues
            
            $
            61,860
            
            
            $
            
            
            
            $
            61,860Operating
      ExpensesGeneral
      and administrative
            
            
            31,022
            
            
            
            
            
            
            
            31,022Executive
      compensation
            
            
            78,180-
            
            
            
            56,558-
            
            
            
            134,738Total
      operating expenses
            
            
            109,202-
            
            
            
            56,558-
            
            
            
            165,760Loss
      from operations
            
            
            (47,342
            )
            
            
            (56,558
            )Provision
      for Income TaxNet
      Pr loss
            
            $
            (47,342
            )
            
            
            (56,558
            )
            
            
            (103,900
            )Basic
      and diluted net loss per share
            
            $
            0.00
            
            
            $
            0.00
            
            
            
            12Weighted
      average number of common shares outstanding - basic and
      diluted
            
            
            4,800,000
            
            
            
            4,640,526











The
accompanying notes are an integral part of the financial statements











F3











GREAT
WALL BUILDERS LTD.,


(Development
stage company)


Statements
of Stockholders’ Deficit


From
Inception November 3, 2007 to June 30, 2009





Common
              Shares
            
            
            Par
              Value
            
            
            Additional
              paid
      in
              Capital
            
            
            Deficit
              accumulated
              during
              development
              Stage
            
            
            Total
              Stockholders’
              DeficitCommon
      stock issued for cash1,964,500
            
            
            
            196
            
            
            
            18,804
            
            
            
            
            
            
            19,000Common
      stock issued in exchange for property2,832,000
            
            
            
            283
            
            
            
            37,217
            
            
            
            
            
            
            37,500Common
      stock issued for cash3,500
            
            
            
            3
            
            
            
            6,997
            
            
            
            
            
            
            7,000Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (56,558
            )
            
            
            (56,558
            )Balances
      at June 30, 2008
            
            
            4,800,000
            
            
            
            482
            
            
            
            63,018
            
            
            
            (56,558
            )Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (47,342)
            
            
            
            (47,342)Balances
      at June 30,2009
            
            
            4,800,000
            
            
            
            $482
            
            
            
            $63,018
            
            
            
            $(103,900)
            
            
            
            $(40,400)


The
accompanying notes are an integral part of the financial statements








F4








GREAT
WALL BUILDERS LTD.,


(Development
Stage Company)


STATEMENTS
OF CASH FLOWS


For
the years ended June 30, 2009 and 2008 and


for
the period November 3, 2007 (Inception) through June 30, 2009





For
      the Periodfrom
      November 3, 2007(Inception)
      toJune
      302009
            
            
            2008
            
            
            2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (47,342)
            
            
            $
            (56,558)
            
            
            $
            (103,900)Adjiinvestment
      to reconcile net income to net cash (used in) operating
      activities:
            
            
            -
            
            
            
            -
            
            
            
            -Changes
      in operating assets and Liabilities:Account
      payable and accrued liabilities
            
            
            52,093
            
            
            
            50,558
            
            
            
            102,651Net
      cash provided by operating activities
            
            $
            4,751
            
            
            $
            (6,000)
            
            
            $
            (1,249)CASH
      FLOWS FROM INVESTING ACTIVITIES
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Stock
      subscriptions
            
            
            -
            
            
            
            26,000-
            
            
            
            26,000CASH,
      BEGINNING OF PERIOD
            
            $
            20,000
            
            
            $CASH,
      END OF PERIOD
            
            $
            24,751
            
            
            $
            20,000
            
            
            
            24,751SUPPLEMENTAL
      CASH FLOW INFORMATION:Stock
      issued for properties
            
            
            
            
            
            
            $37,500
            
            
            
            $37,500








The accompanying
notes are an integral part of the financial statements








F5








GREAT
WALL BUILDERS LTD.,(A development Stage Company)


Notes
to Financial Statements





Note
1 - Summary of Significant Accounting Policies





Description
of Business


Great
Wall Builders Ltd., incorporated in Texas on November 3, 2007, we intend to
provide affordable homes with solar integrated system in Texas. Growth and
expansion opportunities have also been identified in other regions of the United
States as well as in China. We have designed affordable homes and offer
innovative solar integrated systems such as solar roof tiles, solar hot water
heaters and solar photovoltaic systems. We intend to promote our affordable
homes with solar integrated features in the U.S. and China.





The
Company is a Development Stage Company, as defined by Statement of Financial
Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by
Development Stage Enterprises”.  In a development stage
company, management devotes most of its activities to developing a market for
its products and services. As at June 30, 2009, the Company generated $61,680
revenue and has accumulated losses of $103,900 since its inception. The Company
expects to fund itself in the next twelve months by the sale of common shares,
loans from officer and director and private equity funding. The ability of the
Company to emerge from the development stage with respect to any planned
principal business activity is dependent upon its successful efforts to raise
additional equity financing and/or generate significant revenue and profitable
operations. There is no guarantee that the Company will be able to raise any
equity financing or generate significant revenue or profitable
operations.





GOING
CONCERN


The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the ordinary course of
business. The Company has incurred continuing and recurring losses from
operations and a deficit accumulated during the development stage of
approximately $41,400 at June 30, 2009, which among other matters,
raises  substantial doubt about its ability to continue as a going
concern. A significant amount of additional capital will be necessary to advance
the development of the Company's products to the point at which they may become
commercially viable. The Company intends to fund operations through debt and/or
equity financing arrangements, working capital and other cash requirements
(consisting of accounts payable, accrued liabilities, and amounts due to related
parties for the fiscal year ending June 30, 2009. Therefore, the Company will be
required to seek additional funds to finance its current and long-term
operations.





The
Company is currently addressing its liquidity issue by continually seeking
investment capital through private placements of common stock and debt. The
Company believes that its cash on hand and funds expected to be received from
additional private investment will be sufficient to meet its liquidity needs for
fiscal 2010. However, no assurance can be given that the Company will receive
any funds in addition to the funds it has received to date.





The
successful outcome of future activities cannot be determined at this time and
there is no assurance that, if achieved, the Company will have sufficient funds
to execute its intended business plan or generate positive operating
results.




12





The
financial statements do not include any adjustments related to recoverability
and classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.





USE
OF ESTIMATES


The
Company prepares its financial statements in conformity with Generally Accepted
Accounting Principles ("GAAP"), which requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
periods. Significant estimates made by management include, among others,
realization of long-lived assets; estimating fair value associated with equity
transactions and valuation of deferred tax assets. Actual results could differ
from those estimates.





FAIR
VALUE OF FINANCIAL INSTRUMENTS


The
carrying amount of the Company's cash, accounts payable and accrued liabilities
approximates their estimated fair values due to the short-term maturities of
those financial instruments.  Management has concluded that it is not
practical to determine the estimated fair value of amounts due to related
parties because the transactions cannot be assumed to have been consummated at
arm's length, the terms are not deemed to be market terms, there are no quoted
values available for these instruments, and an independent valuation would not
be practicable due to the lack of data regarding similar instruments, if any,
and the associated potential costs.





CASH
AND CASH EQUIVALENTS


The
Company considers all highly liquid debt instruments with original maturities of
three months or less to be cash equivalents. The Company maintains cash and cash
equivalent accounts with financial institution insured by FDIC. As of June 30,
2009 and June 30, 2008, the Company did not have any cash equivalents
outstanding.





REVENUE
RECOGNITION


The
Company’s revenues are recorded in accordance with the SEC Staff Accounting
Bulletin No. 104, “Revenue Recognition.” The Company recognizes revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the fee is
fixed or determinable, and collectability is reasonably assured.  In
instances where final acceptance of the product is specified by the customer or
is uncertain, revenue is deferred until all acceptance criteria have been met.
For the periods from November 3, 2007 (inception) to June 30, 2008 and from June
30, 2008 to June 30, 2009, respectively, the Company recognized $ 61,680 in
service revenue.





LOSS
PER SHARE


The
Company computes earnings per share in accordance with Statement of Accounting
Standards No. 128, "Earnings per Share (“SFAS No. 128”). Under the provisions of
SFAS No. 128, basic earnings per share is computed by dividing the net loss for
the period by the weighted average number of common shares outstanding during
the period. Diluted earnings per share is computed by dividing the net loss for
the period by the weighted average number of common and potentially dilutive
common shares outstanding during the period.  There were no
potentially dilutive common shares outstanding during the period.





INCOME
TAXES





13





Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statements and their
respective tax basis. Deferred income taxes reflect the net tax effects of (a)
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts reported for income tax purposes,
and (b) tax credit carry-forwards. The Company records a valuation allowance for
deferred tax assets when, based on management's best estimate of taxable income
in the foreseeable future, it is more likely than not that some portion of the
deferred income tax assets may not be realized.





In
May 2007, the Financial Accounting Standards Board ("FASB") issued Staff
Position FIN 48-1, "Definition of SETTLEMENT in FASB Interpretation No. 48"("FSP
FIN 48-1"), which amends FASB Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes -- an interpretation of FASB Statement No. 109" ("FIN 48,"
together with FSP FIN 48-1 referred as "FIN 48, as amended"). As of April 1,
2007, we adopted the provisions of FIN 48, as amended, which clarify the
accounting for uncertainty in income taxes recognized in an enterprise's
financial statements in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." FIN 48, as amended,
prescribes a recognition threshold and measurement attribute for financial
statement recognition and measurement of a tax position an entity takes or
expects to take in a tax return. To recognize a tax position, the tax position
must be more-likely-than-not sustainable upon examination by the relevant taxing
authority, and the relevant measurement of the position must be the largest
amount of benefit that we would more than 50% likely realize upon settlement. We
would recognize the benefit of a position in the interim reporting period during
which it meets the threshold, unless we effectively settle it earlier through
examination, negotiation, or litigation or the applicable statute of limitations
period expires.





The
Company did not recognize any additional liability for unrecognized tax benefit
as a result of the implementation. As of June 30, 2009, the Company did not
increase or decrease liability for unrecognized tax benefit related to tax
positions in prior period nor did the company increase its liability for any tax
positions in the current year. Furthermore, there were no adjustments to the
liability or lapse of statute of limitation or settlements with taxing
authorities.





Note
2:RECENT ACCOUNTING
PRONOUNCEMENTS


In
September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”
(FAS 157), which defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. The provisions of
FAS 157 become effective as of the beginning of our 2009 fiscal year. The
adoption of FAS 157 did not have a significant impact on our financial
statements.




In
September 2006, the FASB issued Statement No. 158 “Employer’s Accounting for
Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB
Statements No. 87, 88, 106, and 132(R) (FAS 158). FAS 158 requires that
employers recognize the funded status of their defined benefit pension and other
postretirement plans on the balance sheet and recognize as a component of other
comprehensive income, net of tax, the plan-related gains or losses and prior
service costs or credits that arise during the period but are not recognized as
components of net periodic benefit cost. We adopted FAS 158 on April 30, 2007.
The adoption of FAS 158 did not have a significant impact on our financial
statements.






In
February 2007, the FASB issued Statement No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115” (FAS 159). FAS 159 permits companies to choose






14









to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value and establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities. The provisions of FAS 159 become effective as of the
beginning of our 2009 fiscal year. The adoption of FAS 159 did not have a
significant impact on our financial statements.




In
December 2007, the FASB issued SFAS 160, “Non-controlling interests in
Consolidated Financial Statements, an amendment of ARB No. 51” which applies to
all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding non-controlling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008.




In
March 2007, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No. 133,”
(SFAS “161”) as amended and interpreted, which requires enhanced disclosures
about an entity’s derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted, but not expected.




In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation of
FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted. The adoption of
this statement is not expected to have a material effect on the Company’s
financial statements. widely distributed for general use and reliance in a form
and format that complies with GAAP.June 15, 2009, and must be applied
prospectively.  The adoption of SFAS No. 165 during the year ended
June 30, 2009 did not have a significant effect on the Company’s financial
statements as of that date or for the year then ended.  In connection
with preparing the accompanying financial statements as of and for the year
ended June 30, 2009, management evaluated subsequent events through November 10,
2009 which is the date that such financial statements were issu (filed with the
SEC).




15





In
June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—A
Replacement of FASB Statement No. 162 (“SFAS 168”), which established the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied in the preparation of financial
statements in conformity with generally accepted accounting
principles.  SFAS 168 explicitly recognizes rules and interpretative
releases of the SEC under federal securities laws as authoritative GAAP for SEC
registrants.  SFAS 168 will become effective in the third quarter of
2009 and will not have a material impact on the Company’s results of operations,
financial position or liquidity.





NOTE
3. PROPERTY





Property
consists of the following:





June
      30, 2009
            June
      30, 2008Property
      at cost
            $      37,500
            $      37,500





The
properties were transferred at cost and were exchanged for common shares in
Great Wall Builders, Ltd.





Note
4: RELATED PARTY TRANSACTIONS


As
of June 30th,
2009, there is an accrued salary payable to our Officer, Tian Jia, in the amount
of $52,093 (June 30, 2008 - $52,120





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL
DISCLOSURE


None.





ITEM
9A. CONTROLS AND PROCEDURES




We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to our
management, including our president (who is acting as our principal executive
officer and our principal financial officer) to allow for timely decisions
regarding required disclosure. In designing and evaluating our disclosure
controls and procedures, our management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Projections of any evaluation of effectiveness to
future periods are subject to the risk






16









\that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.




As
of June 30, 2009, the end of our fiscal year covered by this report, we carried
out an evaluation, under the supervision and with the participation of
our   president who is acting as principal executive officer and
our principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our
president who is acting as our principal executive officer and our principal
financial officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual
report.




MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management’s authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. Our management has concluded that, as of June 30, 2009, our
internal control over financial reporting is effective. Our management reviewed
the results of their assessment with our Board of Directors.




This
annual report does not include an attestation report of our company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit our company to provide only management’s report
in this annual report.




INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS




Internal
control over financial reporting has inherent limitations which include but is
not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of
management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of






17









effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.




CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING




There
have been no changes in our internal controls over financial reporting that
occurred during the last 3 months period ended June 30th, 2009 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.




ITEM
9B. OTHER INFORMATION




None.


19




Part
111




Item
      10.
            DIRECTORS,EXECUTIVE
      OFFICERS AND CORPORATE GOVERNANCE




All
of the directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified. Our
officers are appointed by our board of directors and hold office until their
death, resignation or removal from office. Our directors, executive officers,
their ages, positions held, are as follows:




Our
officers and directors and their ages and positions are as follows:





Name                    
  Age                Position


Tian
Jia                 
   38             
    CEO, CFO


Tian
Su
Hwa             67             
    Secretary and Director





BUSINESS
EXPERIENCE


The
following is a brief account of the education and business experience of our
director and executive officer during at least the past five years, indicating
each person's business experience, principal occupation during the period, and
the name and principal business of the organization by which he/she was
employed.





Tian
Jia, aged 38, Manchurian ethnic majority, born in Shanxi Province, China. From
1982 to 1988, her family ran a cement factory that employed more than 2,000
workers in Shanxi Province, China. During this period, she began to observe the
operation in her family's cement factory and developed an interest in the
construction industry. From 1990 to 1994, she studied fluid Mechanics and
business administration at Harbin University. From 1995 to 2000, she worked as a
project manager at Harbin Construction Company specializing in solar system home
construction. From 2004 to 2007, she worked as a real estate investment
consultant and property manager at Sing Xia Yuan Group. From 2007 to Present,
she is Chief Executive Officer and Chief Financial Officer of Great Wall
Builders





18





Ltd.,
a publicly traded company in the United States. She devotes considerable time
and resources for global charitable work and donations.





Tian
Su Hua, aged 67, was born in Northeast China. She graduated with a Three Year
Diploma of Accountancy in China. From 1964-1985, she hold several accounting
jobs in China's private sectors. From 1985-1995 she engaged in the building
construction business as a project supervisor in Shanxi Province, China. From
1996-2007, she holds a position as a Construction Project Manager at Ming Jia
Xin Company. From 2007 to Present, she is the Secretary and director of Great
Wall Builders Ltd, a publicly traded company in the United States.


INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS


None
of our directors, executive officers or control persons has been involved in any
of the events prescribed by Item 401(f) of Regulation S-K during the
past five years, including:





1.
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;





2.
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





3.
            being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





4.
            being
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.


Corporate
Governance





COMMITTEES
OF THE BOARD OF DIRECTORS


Our
board of director intends to establish an audit committee, a compensation
committee, a nominating and corporate governance committee. Our board may
establish other committees from time to time to facilitate the management of our
company; however, we have not yet established any such committees.





AUDIT
COMMITTEE


Our
audit committee will oversee a broad range of issues surrounding our accounting
and financial reporting processes and audits of our financial statements,
including by (1) assisting our board in monitoring the integrity of our
financial statements, our compliance with legal and regulatory requirements, our
independent auditor's qualifications and independence. (2) appointing,
compensating, retaining and overseeing the work of any independent registered
public accounting firm engaged for the purpose of performing any audits, reviews
or attest





19





services,
and (3) preparing the audit committee report that may be included in our
annual proxy statement or annual report on Form 10-K. We will have at least
three director on our audit committee, each of whom will be independent under
the requirements of the NASDAQ Capital Market, the Sarbanes-Oxley Act and the
rules and regulations of the SEC.





COMPENSATION
COMMITTEE


Our
compensation committee will review and recommend our policies relating to
compensation and benefits for our executive officers and other significant
employees, including reviewing and approving corporate goals and objectives
relevant to compensation of our Chief Executive Officer and other executive
officers, evaluating the performance of our executive officers relative to goals
and objectives, determining compensation for these executive officers based on
these evaluations and overseeing the administration of our incentive
compensation plans.  We will have at least three director on our
compensation committee, each of whom will be independent under the requirements
of the NASDAQ Capital Market.





NORMINATING
AND CORPORATE GOVERNANCE COMMITTEE


Our
nominating and corporate governance committee will (1) identify, review and
recommend nominees for election as directors, (2) advise our board of directors
with respect to board composition, procedures and committees, (3) recommend
directors to serve on each committee, (4) oversee the evaluation of our board of
directors and our management, and (5) develop, review and recommend corporate
governance guidelines and policies. We will have at least three director on our
nominating and corporate governance committee, each of whom will be independent
under the requirements of the NASDAQ Capital Market.





CODE
OF ETHICS


We
have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation
S-K of the Securities Exchange
Act of 1934. The Code of Ethics applies to directors and senior officers,
such as the principal executive officer, principal financial officer,
controller, and persons performing similar functions. The Code of Ethics is
attached to this report as an exhibit.





COMPLIANCE
WITH SECTION 16(A) OF THE ACT


Section
16(a) of the Securities Exchange Act requires our directors, executive officers
and persons who own more than 10% of our common stock to file reports of
ownership and changes in ownership of our common stock with the Securities and
Exchange Commission. Directors, executive officers and persons who own more than
10% of our common stock are required by Securities and Exchange Commission
regulations to furnish to us copies of all Section 16(a) forms they file. Based
solely on our review of such forms furnished to us and written representations
from certain reporting persons, we believe that all filing requirements
applicable to our executive officers, directors and greater than 10% beneficial
owners are currently compliant.





Item
11.




OPTION
GRANTS AND EXERCISES


There
were no option grants or exercises by any of the executive officers named in the
Summary Compensation Table below.





20








EQUITY
INCENTIVE PLAN


We
expect to adopt an equity incentive plan. The purposes of the plan are to
attract and retain qualified persons upon whom our sustained progress, growth
and profitability depend, to motivate these persons to achieve long-term company
goals and to more closely align these persons' interests with those of our other
shareholders by providing them with a proprietary interest in our growth and
performance. Our executive officers, employees, consultants and non-employee
directors will be eligible to participate in the plan.  We have
determined the amount of shares of our common stock to be reserved for issuance
under the proposed equity incentive plan.





SUMMARY
COMPENSATION TABLE


The
table below summarizes all compensation awarded to, earned by, or paid to both
to our officers and to our directors for all services rendered in all capacities
to us for our fiscal year ended June 30, 2009.





SUMMARY
      COMPENSATION TABLEName
              and
              principal
              position
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Tian
      Jia CEO and CFO
            2009
            $52,093(2)
            0
            0
            0
            0
            0
            $22,118(1)Footnotes:


(1)
            Housing,
      auto and other allowances.


(2)
            Accrued
      salary payable.





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END


The
table below summarizes all unexercised options, stock that has not vested, and
equity incentive plan awards for each named executive officer as of June
30,2009





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Units
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)Tian
      Jia
              CEO
      and CFO
            -
            -
            -
            -
            -
            -
            -
            -
            -







21










COMPENSATION
OF DIRECTORS


The
table below summarizes all compensation of our directors as of June 30,
2008.





DIRECTOR
      COMPENSATIONName
            Fees
      Earned or
              Paid
      in
              Cash
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Tian
      Su Hwa
            -
            -
            -
            -
            -
            -
            -





NARRATIVE
DISCLOSURE TO THE DIRECTOR COMPENSATION TABLE


We
do not pay any compensation to our director(s) at this time. However, we reserve
the right to compensate our directors in the future with cash, stock, options,
or some combination of the above.





Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The
following is a table detailing the current shareholders of Great Wall Builders
Ltd., owning 5% or more of the common stock, and shares owned by our directors
and officers as of June 30, 2009





Title of
Class         Beneficial Owner
(1)       Beneficial
Ownership     Percentageof Ownership (2)


Common
Stock             Tian
Jia                       
  476,
000                  9. 9%


Common
Stock             Tian
Su
Hwa                 
912,
000                  19%


Common
Stock             Apple
Solar
(3)             
720,
000                  15%


Common
Stock             Valor
Solar
(3)              720,
000                  15%





(1)  All
directors and executive officers as a group (two persons)


(2)  Based
on the total of 4,800,000 outstanding common shares as of June 30th,
2009.


(3)  Tian
Jia has sole voting and dispositive power of Apple Solar Co., & Valor Solar
Co.,





22





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE


Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which any of our directors, executive
officers, stockholders or any member of the immediate family of any of the
foregoing had or is to have a direct or indirect material interest.





(a)
As of June 30th,
2009, there is an accrued salary payable to our Officer, Tian Jia, in the amount
of $52,093





DIRECTOR
INDEPENDENCE


We
are not subject to listing requirements of any national securities exchange(s)
and, as a result, we are not at this time required to have our board comprised
of a majority of independent directors.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Below
is the table of Audit Fees (amounts in US$) billed by our auditor(s) in
connection with the audit of the Company’s annual financial statements for the
years ended:





Financial
      Statements for the
              Year
      Ended June 30th
            Audit
      Services
            Audit
      Related Fees
            Tax
      Fees
            Other
      Fees2009
            $2,000
            $1,500
            $0
            $02008
            $3,500
            $3000
            $0
            $0




Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before a Registered Independent Auditors and tax Consultants is engaged by
us to render any auditing or permitted non-audit related service, the engagement
be:




·
            approved by our audit committee
      (the functions of which are performed by our entire board of directors);
      or




·
            entered into pursuant to
      pre-approval policies and procedures established by the board of
      directors, provided the policies and procedures are detailed as to the
      particular service, the board of directors is informed of each service,
      and such policies and procedures do not include delegation of the board of
      directors' responsibilities to
  management.




Our board of directors pre-approves all services provided by our
independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.




Our
board of directors has considered the nature and amount of fees billed by our
independent auditors and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining our independent auditors’
independence.









23









PART
IV




Item
      15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES




Exhibits
required by Item 601 of Regulation S-K




ExhibitNumber
            Description3.1
            Articles
      of Incorporation (incorporated by reference from our Registration
      Statement on Form S-1 filed on 08/26/2008).3.2
            Bylaws
      (incorporated by reference from our Registration Statement on Form S-1
      filed on 08/26/ 200814.1
            Code
      of Ethics ( filed herewith)31.1
            Section
      302 Certification-Tian Jia ( filed herewith)32.1
            Section
      906 Certification-Tian Jia ( filed herewith)




SIGNATURE:






In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.











Great
      Wall Builders Ltd.,Tian
      JiaBy:
      Tian JiaChief
      Executive Officer &
              Chief
      Financial OfficerDate:
      November 10.,2009.




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Signature
            Title
            Date/s/ Tian Jia
            Chief
      Executive Officer & Chief Financial Officer
            Nov.10,2009







24