UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Form 10-K/A 

( Amendment 3)

 

| [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 30, 2010

 

[  ] 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)                          |   | (IRS Employer Identification No.) |
|                                                                                     |   |                              |
| 2620 Fountainview, #115B

Houston, Texas 77057

(Address of principal executive offices) |
|                                                                                     |
|                                                                                          |        |                                   |  |  |

 

(281)- 575-0636   Fax: (281)-575-6983

(Registrant’s telephone number, including areacode)

 

Securities registered pursuant to Section 12(b) of theAct:

| Title of Each Class | Name of Each Exchange On Which Registered |
|---------------------|-------------------------------------------|
| N/A                 | N/A                                       |

 

Securities registered pursuant to Section 12(g) of theAct:

 

N/A

(Title of class)

 

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

 

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

 

 

 

1

 

 

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

 

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

 

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reportingcompany” 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 shellcompany (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ] No[X]

 

As of June 30, the aggregate market value of the commonstock held by non-affiliates of the Registrant wasapproximately  $2,366,400

 

The number of shares of Registrant’s common stockoutstanding as of June 30, 2010 was 4,800,000

 

 

2

Explanation Note:

The reason for filingthis Amendment No. 3 on Form 10-K/A is to provide supplementary disclosures tothe registrant Form 10-K/A filled with the US Securities and ExchangeCommission on May 3, 2011.  Thesesupplemental disclosures include the followings:

(a) We have attachedthe currently dated officer certifications as exhibit(s) in accordance withItem 601(b)(31) and Item 601(b) (32) of Regulation S-K.

(b) We have providedthe individual who signed as the principal accounting officer.

This amendment No: 3does it reflect any changes that may have occurred subsequent to the originalfiling, the other Items in the Initial Filing remain unchanged and are notrestated herein. 

PART 1

 

|      |                                                                                                                   | PAGE   |
|-----------|------------------------------------------------------------------------------------------------------------------------|--------|
| Item 1:   | Business                                                                                                               | 4-6    |
| Item1A:   | Risk Factors                                                                                                           | 6      |
| Item 1B:  | Unresolved Staff Comments                                                                                              | 6      |
| Item 2:   | Properties                                                                                                             | 7      |
| Item3:    | Legal Proceedings                                                                                                      | 7      |
| Item4:    | Submission of Matters to Vote of Security Holders                                                                      | 7      |
|      |                                                                                                                   |   |
| PART 11:  |
|      |                                                                                                                   |   |
| Item 5:   | Market for Registrant’s Common Equity and Related  Stockholder Matters and Issuer Purchases of Equity Securities | 7-8    |
| Item 6:   | Selected Financial Data                                                                                                | 9      |
| Item7:    | Management’s Discussion and Analysis of Financial  Condition and Results of Operations                           | 9-11   |
| Item7A:   | Quantitative and Qualitative Disclosures About Market  Risk                                                            |   |
| Item8:    | Financial statements and supplemental data                                                                             | F1-F5  |
| Item 9:   | Changes In and Disagreements With Accountants and  Accounting and Financial Disclosure                                 | 16     |
| Item 9A:  | Controls and Procedures                                                                                                | 15     |
| Item9B:   | Other Information                                                                                                      | 16     |
|      |                                                                                                                   |   |
| PART 111: |
|      |                                                                                                                   |   |
| Item10:   | Director, Executive Officers and Corporate Governance                                                                  | 17     |
| Item 11:  | Executive Compensation                                                                                                 | 18-19  |
| Item12:   | Owners and Management and Related Stockholder Matters                                                                  | 20     |
| Item13:   | Certain Relationships and Related Transactions and  Director Independence                                              | 20     |
| Item14:   | Principal Accountant Fees and Services                                                                                 | 20     |
|      |                                                                                                                   |   |
| PART 1V:  |
|      |                                                                                                                   |   |
| Item15:   | Exhibits, Financial Statement Schedules                                                                                | 21     |

 

 

 

3

  

 

PART 1

 

Item: 1 BUSINESS

 

OVERVIEW

 

Great Wall BuildersLtd. incorporated in Texas on November 3, 2007. We plan to provide affordable homeswith solar integrated system in Texas. Growth and expansion opportunities havealso 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 Statesis in great demand due to change of consumer preferences for smaller homes andrising energy costs. We plan to design and sell affordable homes and offerother innovative solar integrated system such as solar roof tiles, solar hotwater heaters and solar photovoltaic systems. We expect to promote ouraffordable homes for American families with solar integrated features in theU.S. and China.

 

PRIMARY PRODUCTS

 

|   | (A) | Affordable Homes in USA

  |
|--------|-----|---------------------------------|

We anticipate buildingaffordable homes in Houston HOPE neighborhoods. Houston HOPE is the CityMayor’s initiative to reinvest in some of Houston’s historicneighborhoods through a combination of stabilization activities and bysupporting locally-led community building activities. The goal of Houston HOPEis to build stronger neighborhoods that meet the needs of their currentresidents and are attractive to new families. As of June 30, 2010, the HoustonHOPE is offering homebuyers up to $37,500 as down payment assistance for buyingnew or existing homes in HOPE neighborhoods. Both Homebuyers and we arebenefiting from $37,500, the Houston HOPE down payment assistance program. Inaddition, the American Recovery and Reinvestment Act of 2009, a federalprogram, provides as much as $8,000 tax credit to qualified first-time homebuyers.We believe the federal and Houston’s economic stimulus incentives willmotivated the first time home buyers to buy our affordable homes in HOPEneighborhoods. HOPE neighborhoods include these Houston neighborhoods andboundaries: Acres Homes, Denver Harbor, Fifth Ward, Independence Heights, NearNorthside, Settlegast, Sunnyside, and Trinity Gardens.

 

 

 4

  

 

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

 

Housing markets acrossthe United States have experienced a prolonged downturn due to a persistentoversupply of homes available for sale and weak consumer demand for housing.Since 2008, a generally poor economic and employment environment as well asturbulence in credit markets have worsened these conditions. Although housingaffordability has been at historically high levels in the past few years due tolower selling prices and relatively low residential consumer mortgage interestrates, the negative supply and demand dynamics for the homebuilding industryduring the present housing downturn have influenced our business operations.

 

|   |
|--------|

For the fiscal yearended June 30, 2010, we have submitted our proposal to acquired residentiallots from the Houston HOPE program but we have not yet received any positiveresponses from LARA. Houston HOPE houses are built by local builders who havecontracted with the Land Assemblage Redevelopment Authority ( LARA) ; it is apart of City redevelopment agency that oversee the sale of city ownedresidential lots to qualified builders. Builders who qualified to purchaseresidential lots from the Land Assemblage Redevelopment Authority can get asubstantial discounts for residential lots. As part of the consideration fordiscounted prices, City of Houston imposed conditions required builders toconstruct new homes in the HOPE neighborhoods within a certain time periods. Webelieve residential lots acquired from the other sources may be more suitablefor us. The recent downturn of the real estate market and the flood offoreclosure homes have affected many home builders in the building industry.Financial institutions have tightened their lending policies; potential buyersfor new homes are increasingly more difficult to obtain financing. These worstfactors had caused us to adjust our business plans. We have evaluated otheralternative building opportunities in other neighborhoods in the City ofHouston and surrounding counties. Residential neighborhoods in Fort Bend Countymay have a better prospect for appreciation, retention in value, and easier forresale for new home constructions. Financial institutions are more receptivefor mortgage applicants in Fort Bend County.

 

(B)Affordable Homes in China

 

We anticipate forming partnerships and joint ventureswith real estate developers, architects, building contractors, buildingmaterials suppliers, real estate brokers and banking institutions in China. Weexpect to build affordable homes in major cities in China. With our plans forexpansion in China, we expect our operating expenses will increasedsubstantially in 2011. In China, real estate developers generally have unsoldinventory homes during economic downturns, we expect to acquire their unsoldinventory homes using our equity and debt financing and resell these inventoryhomes to qualified buyers in China. For the fiscal year ended June 30, 2011, wehave held a series of discussions with selected builders, real estatedevelopers and real estate agents in China. Building affordable homes in Chinais still one of our business plans to enter the real estate market in China.

 

 

SECONDARY PRODUCTS

 

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

 

| (C) | Solar Water Heater (SWH)

  |
|-----|----------------------------------|

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

 

(D) Solar Electric Photovoltaic (PV) System

 

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

 

(E) Solar integrated roof tiles

 

Our solar integratedroof tiles consist of many shapes and sizes which offer a clean, unobtrusivelook that’s especially pleasing to homeowners. These solar modules arequick and easy to integrate into the roof in the same manner as common, flatconcrete tiles. They’re designed for weather blocking, with a waterchannel design similar to concrete tiles. Offering superior durability, theyare resistant to moisture, impact and high winds. Our solar roof modulesconsist of an ideal combination of aesthetics, performance and ease ofinstallation for a wide range of residential new construction.

 

MARKETING AND SALES

 

We market and sell our homes through independent realestate brokers. Independent real estate broker normally assisted prospective homebuyersfor negotiations. Prospective homebuyers are typically first-time homebuyerswho need assistances for sources of financing and other related matters.

 

 

5

COMPETITION

 

The homebuilding business is competitive. We competewith numerous home builders of varying sizes, ranging from local to national inscope, some of which have better financial resources than we have. Weanticipate building homes in several community redevelopment neighborhoods withfederal, state and cities incentives to lessen the competition from otherbuilders. Most custom builders do not want to build in targeted neighborhoodsthat have ceilings on selling prices such as the Houston HOPE neighborhoods. Weanticipate to building new single family homes that sell for less than $150,000and duplexes that sell for less than $200,000 in these community redevelopmentneighborhoods. We also face competition from existing resale homesand, to a lesser extent, condominiums and rental housing. Competition amonglocal homebuilders are based on a number of interrelated factors, includinglocation, reputation, amenities, design, quality and price. Local builders ofnew homes compete not only for homebuyers, but also for quality of constructionand workmanship, locations, financing, raw materials and skilledsubcontractors.

 

REGULATIONAND ENVIRONMENT MATTERS

 

We are subject to various local,state and federal statutes, ordinances, rules and regulations concerningzoning, building design, construction and similar matters, including localregulations which impose restrictive zoning and density requirements. City ofHouston does not have zoning laws but it enforces deed restrictions in certainneighborhoods. We anticipate to complying with applicable building codes andzoning laws in our remodeling and building activities. As of June 30, 2010,compliance with such ordinances and related matters has not materially affectedour operations, although it may do so in the future.

 

INTELLECTUALPROPERTIES

 

We intendto assert our rights under trade secret, unfair competition, trademark, patent,and copyright laws to protect all our future intellectual properties includingour trademarks. We believe our trademark has substantial proprietary values inthe future. 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 ANDDEVELOPMENT

 

We plan to spend not less than $30,000 in research anddevelopment activities for the fiscal year ended June 30, 2011. Research anddevelopment activities related to solar roof tiles are one of the buildingtrends in the United States and abroad.

 

EMPLOYEES

 

Most businessactivities to date have been undertaken by our Chief Executive Officer andother individuals retained on an independent contractor basis.

 

AVAILABLE INFORMATION

 

We file annual,quarterly and current 8-K reports, and other information with the Securitiesand Exchange Commission (the “SEC”). These filings are available tothe public over the Internet at the SEC’s web site at http://www.sec.gov.You may also read and copy any document we file at the SEC’s publicreference 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 publicreference room.

 

Item1A:   RISK FACTORS

 

We are a smaller reporting company as defined by Rule12b-2 of the Exchange Act and are not required to provide the information underthis item.

 

 

Item 1B: UNRESOLVED STAFF COMMENTS

 

We are a smallerreporting company as defined by Rule 12b-2 of the Exchange Act and are notrequired to provide the information required under this item.

 

 

6

Item 2:  PROPERTIES

 

Our executive office is located at 2620 Fountainview,#115B, Houston, Texas 77057. We owned three residential lots in Houston, Texas.

 

Item3:   LEGAL PROCEEDINGS

 

We know of nomaterial, active, or pending legal proceeding against our company, nor are we involvedas a plaintiff in any material proceeding or pending litigation or actioninvolves damages for more than 10% of our current assets. There are noproceedings in which any of our company's directors, officers, or affiliates,or any registered or beneficial shareholders, is an adverse party or has amaterial interest adverse to our company's interest.

 

 

Item 4:   SUBMISSION OF MATTERS TO A VOTEOF SECURITY HOLDERS

 

No matters were submitted to a vote of our securityholders during the fourth quarter of fiscal year ended June 30,2010.

 

 

PART II

 

 

Item5:   MARKET FOR REGISTRATNT’S COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

MARKET INFORMATION

 

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

 

For the periodsindicated, the following table presents the range of high and low bidquotations for the common stock as reported by the OTC Bulletin Board during thequarter being reported. Prices below reflect inter-dealer prices, withoutretail write-up, write-down or commission and may not represent actualtransactions.

 

Fiscal Year endingJune 30, 2010                            High                         Low

FirstQuarter                                                        $ 2.28       $1.00

SecondQuarter                                                    $ 2.28       $1.00

ThirdQuarter                                                      $ 2.28       $1.00

FourthQuarter                                                    $ 2.28       $1.20

 

Fiscal Year endingJune 30, 2009                            High                        Low

FirstQuarter                                                       $ N/A       $N/A

SecondQuarter                                                   $ N/A       $N/A

ThirdQuarter                                                     $ 3.62       $2.00

FourthQuarter                                                   $ 2.00       $2.00

 

7

 

PENNY STOCK

 

The SEC has adoptedrules that regulate broker-dealer practices in connection with transactions inpenny stocks. Penny stocks are generally equity securities with a market priceof less than $5.00, other than securities registered on certain nationalsecurities exchanges or quoted on the NASDAQ system, provided that currentprice and volume information with respect to transactions in such securities isprovided 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 riskdisclosure document prepared by the SEC, that: (a) contains a description ofthe nature and level of risk in the market for penny stocks in both publicofferings and secondary trading; (b) contains a description of the broker's ordealer's duties to the customer and of the rights and remedies available to thecustomer with respect to a violation of such duties or other requirements ofthe securities laws; (c) contains a brief, clear, narrative description of adealer market, including bid and ask prices for penny stocks and thesignificance of the spread between the bid and ask price; (d) contains atoll-free telephone number for inquiries on disciplinary actions; (e) definessignificant terms in the disclosure document or in the conduct of trading inpenny 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 orregulation.

 

The broker-dealer alsomust provide, prior to effecting any transaction in a penny stock, the customerwith (a) bid and offer quotations for the penny stock; (b) the compensation ofthe broker-dealer and its salesperson in the transaction; (c) the number ofshares to which such bid and ask prices apply, or other comparable informationrelating to the depth and liquidity of the market for such stock; and (d) amonthly account statement showing the market value of each penny stock held inthe customer's account.

 

In addition, the pennystock rules require that prior to a transaction in a penny stock not otherwiseexempt from those rules, the broker-dealer must make a special writtendetermination that the penny stock is a suitable investment for the purchaserand receive the purchaser's written acknowledgment of the receipt of a riskdisclosure statement, a written agreement as to transactions involving pennystocks, and a signed and dated copy of a written suitability statement.

 

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

 

HOLDERS OF OUR COMMON STOCK  

 

As of June 30, 2010, we had 4,800,000 shares of ourcommon stock issued and outstanding, held by approximately 12 shareholdersof record.

 

DIVIDEND

 

We have not paid any cash dividends on our common stockand have no present intention of paying any dividends on the shares of ourcommon stock. Our future dividend policy will be determined from time to timeby our board of directors.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITYCOMPENSATION PLANS

 

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

 

 

8

 

RECENT SALES OF UNREGISTERED SECURITIES

 

We did not sell any equity securities which were notregistered under the Securities Act during the year ended June 30, 2010.

 

 

| Item 6: | SELECTED FINANCIAL DATA

  |
|---------|---------------------------------|

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

 

Item 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The followingdiscussion should be read in conjunction with our audited financial statementsand the related notes for the year ended June 30, 2010 that appear elsewhere inthis annual report. The following discussion contains forward-lookingstatements that reflect our plans, estimates and beliefs. Our actual resultscould differ materially from those discussed in the forward looking statements.Factors that could cause or contribute to such differences include, but are notlimited to those discussed below and elsewhere in this 10-K. Our auditedfinancial statements are stated in United States Dollars and are prepared inaccordance with United States Generally Accepted Accounting Principles.

 

PLAN OF OPERATION

 

We have financedoperations to date through advanced funds from officer and director. Inconnection with our business plan, management anticipates increase in operatingexpenses and capital expenditures related to: (i) acquisition of building lots;(ii) domestic and international travel expenses (iii) civil engineering andarchitectural fees. (iv) other expenses related to our expansion plans. Weintend to finance those expenses with issuances of securities ordebt instruments. Thereafter, we expect we will need to raise additionalcapital and generate revenues to meet our long-term operating requirements.

 

EXPENDITURES

 

We expect to spend approximately $750,000 in acquisitionof  residential lots during the twelve-month period ending June 30,2011.

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

We expect to spend approximately $250,000 during the nexttwelve-months for general and administrative expenses, include but are notlimited to civil engineer fees, architect fees, legal and professional fees,real estate sales commissions, advertising, public relations, domestic andinternational travel, salaries, and other general and administrative expenses.

 

GOING CONCERN

 

Our independentregistered public accounting firm included an explanatory paragraph in theirreport on the accompanying financial statements regarding concerns about ourability to continue as a going concern. Our financial statements containadditional note disclosures describing the circumstances that lead to thisdisclosure by our registered independent auditors. The audited financialstatements included with this annual report have been prepared on the goingconcern basis which assumes that adequate sources of financing will be obtainedas required and that our assets will be realized and liabilities settled in theordinary course of business. Accordingly, the audited financial statements donot include any adjustments related to the recoverability of assets andclassification of assets and liabilities that might be necessary should we beunable to continue as a going concern.

 

9

 

COMPANY OVERVIEW AND BUSINESS OPERATIONS

 

Great Wall Builders Ltd., (OTCBB: GWBU.OB) is a homebuilder specializes in building affordable homes, solar energy homes, andinstallation of solar related home products. Changing in consumer preferencesfor smaller and affordable homes with solar feature create markets for our newhomes. Advances in solar technologies, the relentless rise of conventionalelectricity prices, create additional markets for our “green” homesthat save monthly electricity bills and preserve a better environment for ourfuture generations.

 

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

 

RESULTS OF OPERATION

 

We expect we will require additional capital to meetour long term operating requirements. We expect to raise additional capitalthrough, among other things, the sale of equity or debt securities, PrivatePlacement Offerings, Employee Stock Options Plans, and advanced funds fromofficer and director.

 

For the year ended June 30, 2010 compared to theperiod from November 3, 2007 (Inception) to June 30, 2010. Ournet loss for the year ended June 30 2010 was approximately $86,596 compared toa net loss of $103,900 during the period from November 3, 2007 (Inception) toJune 30, 2009. During the year ended June 30, 2010, we generated $-0- inrevenues. During the year ended June 30, 2010, we incurred general and administrativeexpenses of $8,416 compared to $31,022 incurred during the period from November3rd, 2007 (Inception) to June 30, 20010.

 

General and administrative expenses incurred duringthe year ended June 30, 2010 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 yearended June 30, 2010 was $86,596 compared to a net loss of $103,900 during theperiod from November 3, 2007 (Inception) to June 30, 2009.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

For the year ended June 30, 2010, our current assetswere $580 and our total liabilities were $165,076 which resulted in a negative workingcapital of $164,496. For the year ended June 30, 2010, current assets werecomprised of $580 in cash compared to $24,751 in cash at our fiscal year endedJune 30, 2009. Due to the Company discontinue of home improvement services andfocus on locating available building lots for residential developments,available cash has been reduced to less than $1,000 as of the year ended June,30 2010. The officer and director have pledged to inject independent fundingsources for the remaining 12 months on a as needed basis.

 

We expect to spend approximately $750,000 inacquisition of residential lots during the twelve-month period ending June 30,2011. The average price per lot in the targeted area is approximately $15,000.Based on this projected estimation, we could acquired 50 lots for our proposedbuilding plan. We expect to raise additional capital through, among otherthings, the sale of equity or debt securities, Private Placement Offerings,Employee Stock Options Plans, and advanced funds from our officer and director.

 

Stockholders deficit increased from $40,400 for fiscalyear ended June 30, 2009 to $126,996 for the year ended June 30, 2010. As atthe twelve month period ended June 30, 2010, our total assets were $38,080 andour total liabilities were $165,076 which resulted in negative working capitalof $164,496. The increase of stockholder'sdeficit primarily from accrued salaries payable to our officer. The terms ofthe accrued salary payable to our officer is due on demand and it will paidonce the Company generate revenues.

 

We have not identified any suitable residential lotsfor purchase in the targeted HOPE neighborhoods. We were looking foralternative building opportunities in surrounding counties in the City ofHouston. As of June 30, 2010, due to the changing real estate market conditionsand tightening of lending policies by financial institutions, we may reassessedour plans for capital expenditures and our projected general and administrativeexpenses. Any deficiencies in general and administrative expenses will becovered from advanced funds by our director and officer. The Company has beencontinuing its effort to seek additional funding from equity /debt financing,merger/acquisition and short or long-term financing alternatives.

 

 

10

  

OFF-BALANCE SHEET ARRANGEMENTS

 

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

 

 

APPLICATION OFCRITICAL ACCOUNTING ESTIMATES

 

The Company preparesits financial statements in conformity with Generally Accepted AccountingPrinciples ("GAAP"), which requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of the financialstatements and reported amounts of revenues and expenses during the reportingperiods. Significant estimates made by management include, among others,realization of long-lived assets, estimating fair value associated with equitytransactions and valuation of deferred tax assets. Actual results could differ fromthose estimates.

 

REVENUE RECOGNITION

 

The Company is in the development stage and has yet torealize revenues from operations. The Company will recognize revenue inaccordance with Financial Accounting Standards Board Accounting Standards Codification("ASC") 605, "Revenue Recognition". In all cases, revenueis recognized when the price is fixed and determinable, persuasive evidence ofan arrangement exists, the service is performed and collectability of theresulting receivable is reasonably assured. For the periods from November 3,2007 (Inception) to June 30, 2009, the Company generated $61,680 in revenues.We have generated -0- revenue for the fiscal year ended on June 30, 2010.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In January 2010, FASBissued ASU No. 2010-01- Accounting forDistributions to Shareholders with Components of Stock and Cash. Theamendments in this update clarify that the stock portion of a distribution toshareholders that allows them to elect to receive cash or stock with a potentiallimitation on the total amount of cash that all shareholders can elect toreceive in the aggregate is considered a share issuance that is reflected inEPS prospectively and is not a stock dividend for purposes of applying Topics505 and 260 (Equity and Earnings Per Share). The amendments in this updateare effective for interim and annual periods ending on or after December 15,2009, and should be applied on a retrospective basis. The Company does notexpect the adoption of this ASU to have a material impact on its financialstatements.

 

In January 2010, FASBissued ASU No. 2010-06 – ImprovingDisclosures about Fair Value Measurements. This update providesamendments to Subtopic 820-10 that requires new disclosure as follows:1) Transfers in and out of Levels 1 and 2.  A reporting entityshould disclose separately the amounts of significant transfers in and out ofLevel 1 and Level 2 fair value measurements and describe the reasons for thetransfers.  2)  Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significantunobservable inputs (Level 3), a reporting entity should present separatelyinformation about purchases, sales, issuances, and settlements (that is, on agross basis rather than as one net number).

 

This update providesamendments to Subtopic 820-10 that clarifies existing disclosures as follows:1) Level of disaggregation. A reporting entity should provide fair valuemeasurement disclosures for each class of assets and liabilities. A class isoften a subset of assets or liabilities within a line item in the statement offinancial position. A reporting entity needs to use judgment in determining theappropriate classes of assets and liabilities. 2) Disclosures about inputsand valuation techniques. A reporting entity should provide disclosures aboutthe valuation techniques and inputs used to measure fair value for bothrecurring and nonrecurring fair value measurements. Those disclosures arerequired for fair value measurements that fall in either Level 2 or Level 3.The new disclosures and clarifications of existing disclosures are effectivefor interim and annual reporting periods beginning after December 15, 2009,except for the disclosures about purchases, sales, issuances, and settlementsin the roll forward of activity in Level 3 fair value measurements. Thosedisclosures are effective for fiscal years beginning after December 15, 2010,and for interim periods within those fiscal years.  The Companydoes not expect the adoption of this ASU to have a material impact on itsfinancial statements.

 

11

 

Item 7A:  QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

As a small reporting company as defined by Rule 12b-2 ofthe Exchange Act and are not required to provide the information under thisitem.

 

Item8: FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 

 

 

INDEX TO FINANCIAL STATEMENTS

 

|                                                                            | Page |
|---------------------------------------------------------------------------------|------|
| Report of Independent Registered Public Accounting Firm                         | F1   |
| Balance Sheet at June 30, 2010 and 2009.                                        | F2   |
| Statements of Operations for the Years Ended June 30,  2010 and 2009            | F3   |
| Statements of Shareholders' Deficit for the Years Ended  June 30, 2010 and 2009 | F4   |
| Statements of Cash Flows for the Years Ended June 30,  2010 and 2009            | F5   |
| Notes to Financial Statements.                                                  | F6   |

 

 

 

12

 

  

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors

Great Wall Builders Ltd.:

 

We have audited theaccompanying balance sheets of Great Wall Builders Ltd., ( the"Company") as of June 30, 2010 and 2009, stockholder'sdeficit and for the related statements of operations, cash flows for the yearthen ended. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted ouraudits in accordance with standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform theaudits to obtain reasonable assurance about whether the financial statementsare free of material misstatement. The Company was not required to have, norwere we engaged to perform, an audit of its internal control over financialreporting. Our audit included consideration of internal control over financialreporting as a basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of Company's internal control over financial reporting.Accordingly, we express no such opinion. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audits provide areasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of the Company as of June 30, 2010, and 2009and the results of its operations and its cash flows for each of the years inthe period ended June 30, 2010 and 2009 and for the period November 3, 2007(Inception) through June 30, 2010, in conformity with accounting principlesgenerally accepted in the United States of America.

 

The accompanyingfinancial statements have been prepared assuming that the Company will continueas a going concern. The Company has recurring losses from operations and hadstockholder’s deficit of approximately $126,996 at June 30, 2010. Asdiscussed in Note 1 to the financial statements, a significant amount ofadditional capital will be necessary to advance operations to the point atwhich the Company is profitable. These conditions, among others, raisesubstantial doubt about the Company's ability to continue as a going concern.Management's plans regarding these matters are also described in Note 1. Theaccompanying financial statements do not include any adjustments that mightresult from the outcome of this uncertainty.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of the Company as of June 30, 2010 and 2009and the results of its operations and its cash flows for the years then endedand for the period November 3, 2007 (Inception) through June 30, 2010 thenended, in conformity with accounting principles generally accepted in theUnited States of America.

 

/s/ Anton & Chia, LLP

 

Newport Beach, California

September 24, 2010

 

 

F1

 

  

 

GREAT WALL BUILDERS LTD.,

(Development Stage Company)

BALANCE SHEET

 

|                                                                  |                                                                                                      |   | June 30    |      |   | June 30    |     |           |
|-----------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|--------|------------|-----------|--------|------------|----------|----------------|
|                                                                  |                                                                                                      |   | 2010       |      |   | 2009       |     |           |
|                                                                  |                                                                                                      |   | ( audited) |      |   | ( audited) |     |           |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |
|                                                                  | ASSETS                                                                                                    |   |       |      |   |       |     |           |
|                                                                  | CURRENT ASSETS                                                                                            |   |       |      |   |       |     |           |
|                                                                  | Cash                                                                                                      |   | $          | 580       |   |       | $        | 24,751         |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  | Total Current Assets                                                                                      |   |       | 580       |   |       |     | 24,751         |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  | Property                                                                                                  |   |       | 37,500    |   |       |     | 37,500         |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  | TOTAL ASSETS                                                                                              |   | $          | 38,080    |   |       | $        | 62,251         |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  | LIABILITIES AND STOCKHOLDER’S DEFICIT                                                               |   |       |      |   |       |     |           |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  | Account payable and accrued liabilities                                                                   |   | $          | 165,076   |   |       | $        | 102,651        |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  | TOTAL LIABILITIES                                                                                         |   | $          | 165,076   |   |       | $        | 102,651        |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  | STOCKHOLDER’S  DEFICIT                                                                    |   |       |      |   |       |     |           |   |
|                                                                  | P Preferred Stock,  $0.0001 par value, 98,989,886 authorized, -0- shares issued and outstanding           |   |       |      |   |       |     |           |   |
|                                                                  |   Common Stock, $0.0001 par value,  918,816,988 authorized, 4,800,000 shares issued and outstanding. |   |       | 482       |   |       |     | 482            |   |
|                                                                  | Additional Paid-in Capital                                                                                |   |       | 63,018    |   |       |     | 63,018         |   |
|     Deficit accumulated during  development stage |                                                                                                      |   | (190,496)  |      |   |       | (103,900 | )              |
|                                                                  | Total Stockholders’ Deficit                                                                         |   |       | (126,996) |   |       |     |  (40,400) |   |
|                                                                  |                                                                                                      |   |       |      |   |       |     |           |   |
|                                                                  | TOTAL LIABILITIES AND  STOCKHOLDER’S  DEFICIT                                             |   | $          | 38,080    |   |       | $        | 62,251         |   |

 

The accompanying notes are an integralpart of the financial statements

 

 

F2

  

 

GREAT WALL BUILDERS LTD.,

(Development Stage Company)

STATEMENTS OF OPERATIONS

 

 

|                                                                      |                            |   |              |   |   |   |         | From            |   |
|---------------------------------------------------------------------------|---------------------------------|--------|-------------------|--------|--------|--------|--------------|-----------------|--------|
|                                                                      |                            |   |              |   |   |   |         | November , 2007 |   |
|                                                                      |                            |   |              |   |   |   |         | (Inception) to  |   |
|                                                                      |                            |   |              |   |   |   |         | June 30,        |   |
|                                                                      |                            | 2010   |              |   | 2009   |   |         | 2010            |   |
|                                                                      |                            |   |              |   |   |   |         |            |   |
| Revenues                                                                  |      $ |   | -                 |   |   | $      |  61,860 |            |   | $ | 61,860 |   |
|                                                                      |                            |   |              |   |   |   |         |            |   |   |   |   |
|                                                                      |                            |   |              |   |   |   |         |            |   |   |   |   |
| Operating Expenses                                                        |                            |   |              |   |   |   |         |            |   |   |   |   |
| General and administrative                                                |                            |   |   8,416 |   |   |   |  31,022 |            |   |   |   39,712 |   |
| Executive compensation                                                    |                            |   | 78,180            |   |   |   |  78,180 |            |   |   | 212,918 |   |
| Total operating expenses                                                  |                            |   |  86,596      |   |   |   | 109,202      |            |   |   | 252,630 |   |
| Loss from operations                                                      |                            |   | (86,596)          |   |   |   | (47,342)     |            |   |   | (190,496) |   |
| Provision for Income Tax                                                  |                            |   |  -           |   |   |   |  -      |            |   |   |  - |   |
| Net Loss                                                                  |                            |   | (86,596)          |   |   |   | $(47,342)    |            |   |   | (190,496) |   |
|                                                                      |                            |   |              |   |   |   |         |            |   |   |   |   |
| Basic and diluted net loss per share                                      |                            | $      | 0.02              |   |   | $      | 0.01         |            |   |   | $0.04 |   |
|                                                                      |                            |   |              |   |   |   |         |            |   |   |   |   |
| Weighted average number of common shares outstanding -  basic and diluted |                            |   | 4,800,000         |   |   |   | 4,800,000    |            |   |   |   |   |

 

 

 

The accompanying notes are an integralpart of the financial statements

 

 

 

 

F3

 

 

GREAT WALL BUILDERS LTD.,

(Development stage company)

Statements of Stockholders’ Deficit

 

|                                         |   | Common

Shares |            |   | Par

Value |   |       | Additional

paid in

Capital |   |   | Deficit

accumulated

during

development

Stage |   |   | Total

Stockholders’

Deficit |       |
|----------------------------------------------|--------|----------------|-----------------|--------|------------|--------|------------|------------------------------|--------|--------|--------------------------------------------------|--------|--------|-------------------------------------|------------|
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |
| Common stock issued for cash                 |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |
|                                         |   |           | 1,964,500       |   |       |   | 196        |                         |   |   | 18,804                                           |   |   |                                |       |   |   | 19,000 |   |
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |
| Common stock issued in exchange for property |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |
|                                         |   |           | 2,832,000       |   |       |   | 283        |                         |   |   | 37,217                                           |   |   |                                |       |   |   | 37,500 |   |
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |
| Common stock issued for cash                 |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |
|                                         |   |           | 3,500           |   |       |   | 3          |                         |   |   | 6,997                                            |   |   |                                |       |   |   | 7,000 |   |
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |
| Net loss                                     |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                | (103,900   | ) |   |   | (103,900 | ) |
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |   |
| Balances at June 30, 2009                    |   |           | 4,800,000       |   |       |   | 482        |                         |   |   | 63,018                                      |   |   |                                | (103,900   | ) |   |   |        (40,400) |   |
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |   |
| Net Loss                                     |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                | (86,596)   |   |   |   | (86,596) |   |
| Balances at June 30,2010                     |   |           | 4,800,000  |   |       |   | $482  |                         |   |   | $63,018                                     |   |   |                                | $(190,496) |   |   |   | $(126,996 |  ) |
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |   |
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |   |
|                                              |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |   |
|                                              |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |   |
|                                         |   |           |            |   |       |   |       |                         |   |   |                                             |   |   |                                |       |   |   |   |   |   |

The accompanying notes are an integralpart of the financial statements

 

 

 

F4

 

 

GREAT WALL BUILDERS LTD.,

(Development Stage Company)

STATEMENTS OF CASH FLOWS

 

 

|                                                 |   |   |     |   | For the Period        |   |
|------------------------------------------------------|--------|--------|----------|--------|-----------------------|--------|
|                                                 |   |   |     |   | from November 3, 2007 |   |
|                                                 |   |   |     |   | (Inception) to        |   |
|                                                 |   |   |     |   | June 30               |   |
|                                                 |   | 2010   |     |   | 2009                  |   |   | 2010 |   |
|                                                 |   |   |     |   |                  |   |   |   |   |
| OPERATING ACTIVITIES:                                |   |   |     |   |                  |   |   |   |   |
| Net loss                                             |   | $      | (86,596) |   |                  | $      | (47,342) |   |   | $ | (190,496) |   |
|                                                 |   |   | -        |   |                  |   | - |   |   |   |   |   |
| Changes in operating assets and Liabilities:         |   |   |     |   |                  |   |   |   |   |   |   |   |
| Account payable and accrued liabilities              |   |   | 62,425   |   |                  |   | 52,093  |   |   |   | 165,076  |   |
| Net cash used by operating activities                |   | $      | (24,171) |   |                  | $      | 4,751 |   |   | $ | $(25,420) |   |
|                                                 |   |   |     |   |                  |   |   |   |   |   |   |   |
|                                                 |   |   | -        |   |                  |   | - |   |   |   | - |   |
|                                                 |   |   |     |   |                  |   |   |   |   |   |   |   |
| FINANCING ACTIVITIES:                                |   |   |     |   |                  |   |   |   |   |   | 26,000  |   |
| Stock subscriptions

Net (Decrease) Increase in Cash |   |   | (24,171) |   |                  |   | 4,751 |   |   |   | (580 | )  |
|                                                 |   |   |     |   |                  |   |   |   |   |   |   |   |
| CASH, BEGINNING OF PERIOD                            |   | $      | 24,751   |   |                  | $      |     20,000 |   |   |   | - |   |
| CASH, END OF PERIOD                                  |   | $      | 580      |   |                  | $      | 24,751 |   |   |   | 580 |   |
|                                                 |   |   |     |   |                  |   |   |   |   |   |   |   |
| SUPPLEMENTAL CASH FLOW INFORMATION:                  |   |   |     |   |                  |   |   |   |   |   |   |   |
| Stock issued for properties                          |   |   |     |   |                  |   |   |   |   |   | $37,500 |   |
|                                                 |   |   |     |   |                  |   |   |   |   |   |   |   |

 

 

The accompanying notes are an integralpart 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 BuildersLtd., incorporated in Texas on November 3, 2007, we intend to provideaffordable homes with solar integrated system in Texas. Growth and expansionopportunities have also been identified in other regions of the United Statesas well as in China. We have designed affordable homes and offer innovativesolar integrated systems such as solar roof tiles, solar hot water heaters andsolar photovoltaic systems. We intend to promote our affordable homes withsolar integrated features in the U.S. and China.

 

The Company is aDevelopment Stage Company, as defined by Statement of Financial AccountingStandard (“SFAS”) No.7 “Accountingand Reporting by Development Stage Enterprises”.  Ina development stage company, management devotes most of its activities todeveloping a market for its products and services.  The Companyexpects 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 theCompany to emerge from the development stage with respect to any plannedprincipal business activity is dependent upon its successful efforts to raiseadditional equity financing and/or generate significant revenue and profitableoperations. There is no guarantee that the Company will be able to raise anyequity financing or generate significant revenue or profitable operations.

 

GOING CONCERN

 

The accompanyingfinancial statements have been prepared assuming the Company will continue as agoing concern, which contemplates, among other things, the realization ofassets and satisfaction of liabilities in the ordinary course of business. TheCompany has incurred continuing and recurring losses from operations and adeficit accumulated during the development stage of approximately $190,496 asof June 30, 2010, which among other matters, raises  substantialdoubt about its ability to continue as a going concern. A significant amount ofadditional capital will be necessary to advance the development of theCompany's products to the point at which they may become commercially viable.The Company intends to fund operations through debt and/or equity financingarrangements, short-term loans from officer and director.

 

The Company iscurrently addressing its liquidity issue by continually seeking investmentcapital through private placements of common stock and debt. The Companybelieves that its cash on hand and funds expected to be received from shortterm loans from officer and director, private investments  will besufficient to meet its liquidity needs for the next twelve months. However, noassurance can be given that the Company will receive any funds in addition tothe funds it has received to date.

 

USE OF ESTIMATES

 

The Company prepares its financial statements inconformity with Generally Accepted Accounting Principles ("GAAP"),which requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingent assetsand liabilities at the date of the financial statements and reported amounts ofrevenues and expenses during the reporting periods. Actual results could differfrom those estimates.

 

13

 

  

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

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

 

CASH AND CASH EQUIVALENTS

 

The Company considersall highly liquid debt instruments with original maturities of three months orless to be cash equivalents. The Company maintains cash and cash equivalentaccounts with financial institution insured by FDIC. As of June 30, 2010 and2009, the Company did not have any cash equivalents outstanding.

 

REVENUE RECOGNITION

 

The Company is in thedevelopment stage and has yet to realize revenues from operations. The Companywill recognize revenue in accordance with Financial Accounting Standards BoardAccounting Standards Codification ("ASC") 605, "Revenue Recognition".  Inall cases, revenue is recognized when the price is fixed and determinable,persuasive evidence of an arrangement exists, the service is performed andcollectability of the resulting receivable is reasonably assured.

 

LOSS PER SHARE

 

Basic net loss percommon share is computed by dividing net loss available to common stockholdersby the weighted average number of common shares outstanding during each year.Diluted net loss per common share reflects the maximum dilution, based on theaverage price of our common stock each period and is computed similar to basicloss per share except that the denominator is increased to include the numberof additional shares that would have been outstanding if potentially dilutivestock options and warrants had been exercised. There were no potentiallydilutive common shares outstanding as of June 30, 2010 and 2009.

 

INCOME TAXES

 

Under ASC 740,"Income Taxes", deferred tax assets and liabilities are recognizedfor the future tax consequences attributable to temporary differences betweenthe financial statement carrying amounts of existing assets and liabilities andtheir respective tax bases. Deferred tax assets and liabilities are measuredusing enacted tax rates expected to apply to taxable income in the years inwhich those temporary differences are expected to be recovered or settled.Valuation allowances are established when it is more likely than not that someor all of the deferred tax assets will not be realized.

 

Note 2: RECENT ACCOUNTING PRONOUNCEMENTS

 

In January 2010, FASBissued ASU No. 2010-01- Accounting forDistributions to Shareholders with Components of Stock and Cash. Theamendments in this update clarify that the stock portion of a distribution toshareholders that allows them to elect to receive cash or stock with apotential limitation on the total amount of cash that all shareholders canelect to receive in the aggregate is considered a share issuance that isreflected in EPS prospectively and is not a stock dividend for purposes ofapplying Topics 505 and 260 (Equity and Earnings Per Share). Theamendments in this update are effective for interim and annual periods endingon or after December 15, 2009, and should be applied on a retrospective basis.The Company does not expect the adoption of this ASU to have a material impacton its financial statements.

 

14

 

In January 2010, FASBissued ASU No. 2010-06 – ImprovingDisclosures about Fair Value Measurements. This update providesamendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfersin and out of Levels 1 and 2.  A reporting entity should discloseseparately the amounts of significant transfers in and out of Level 1 and Level2 fair value measurements and describe the reasons for thetransfers.  2)  Activity in Level 3 fair valuemeasurements.  In the reconciliation for fair value measurements usingsignificant unobservable inputs (Level 3), a reporting entity should presentseparately information about purchases, sales, issuances, and settlements (thatis, on a gross basis rather than as one net number). This update providesamendments to Subtopic 820-10 that clarifies existing disclosures as follows:1) Level of disaggregation. A reporting entity should provide fair valuemeasurement disclosures for each class of assets and liabilities. A class isoften a subset of assets or liabilities within a line item in the statement offinancial position. A reporting entity needs to use judgment in determining theappropriate classes of assets and liabilities. 2) Disclosures about inputsand valuation techniques. A reporting entity should provide disclosures aboutthe valuation techniques and inputs used to measure fair value for bothrecurring and nonrecurring fair value measurements. Those disclosures arerequired for fair value measurements that fall in either Level 2 or Level 3.The new disclosures and clarifications of existing disclosures are effectivefor interim and annual reporting periods beginning after December 15, 2009,except for the disclosures about purchases, sales, issuances, and settlementsin the roll forward of activity in Level 3 fair value measurements. Thosedisclosures are effective for fiscal years beginning after December 15, 2010,and for interim periods within those fiscal years.  The Companydoes not expect the adoption of this ASU to have a material impact on itsfinancial statements.

 

Note 3: PROPERTY

 

The properties consist of residential lots that weretransferred at cost ( $37,500) and were exchanged for common shares in GreatWall Builders, Ltd.

 

Note 4: RELATED PARTY TRANSACTIONS

 

As of June 30, 2010, there is an accrued salary payableto our Officer, Tian Jia, in the amount of $165,076.

 

Note 5: SUBSEQUENT EVENTS

 

As of September 20, 2010, our officer and director haveadvanced $2,000 to pay for the Company's annual audit fees.

 

Item 9: CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS  AND ACCOUNTING AND ON FINANCIAL DISCLOSURE

 

None.

Item 9A: CONTROLS AND PROCEDURES

Inconnection with the preparation of this annual report, an evaluation wascarried out by the Company management, with the participation of the chiefexecutive officer and the chief financial officer, of the effectiveness of theCompany disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")as of June 30, 2010. Disclosure controls and procedures are designed to ensurethat information required to be disclosed in reports filed or submitted underthe Exchange Act is recorded, processed, summarized, and reported within thetime periods specified in the Commission rules and forms, and that suchinformation is accumulated and communicated to management, including the chiefexecutive officer and the chief financial officer, to allow timely decisionsregarding required disclosures.

Based onthat evaluation, the Company management concluded, as of the end of the periodcovered by this report, that the Company disclosure controls and procedureswere effective in recording, processing, summarizing, and reporting informationrequired to be disclosed, within the time periods specified in the Commissionrules and forms, and such information was accumulated and communicated tomanagement, including the chief executive officer and the chief financialofficer, to allow timely decisions regarding required disclosures.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIALREPORTING

TheCompany management is responsible for establishing and maintaining adequate internalcontrol over financial reporting. The Company internal control over financialreporting is a process, under the supervision of the chief executive officerand the chief financial officer, designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of theCompany's financial statements for external purposes in accordance with UnitedStates generally accepted accounting principles (GAAP).Internal control overfinancial reporting includes those policies and procedures that: Pertaining tothe maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the Company's assets; Providereasonable assurance that transactions are recorded as necessary to permitpreparation of the financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures are being made onlyin accordance with authorizations of management and the board of directors; andProvide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the Company assets that couldhave a material effect on the financial statements. Due to its inherentlimitations, internal control over financial reporting may not prevent ordetect misstatements. Also, projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may become inadequatebecause of changes in conditions or that the degree of compliance with the policiesor procedures may deteriorate.

TheCompany management conducted an assessment of the effectiveness of our internalcontrol over financial reporting as of June 30, 2010, based on criteriaestablished in Internal Control Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission, which assessmentidentified no material weaknesses in internal control over financial reporting.Since the assessment of the effectiveness of our internal control overfinancial reporting did not identify a material weakness, management considersits internal control over financial reporting to be effective. 

Thisannual report does not include an attestation report of the Company registeredpublic accounting firm regarding internal control over financial reporting.Management report was not subject to attestation by the Company's registeredpublic accounting firm pursuant to temporary rules of the Securities andExchange Commission that permit the company to provide only management reportin this annual report.

 

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

 

Internal control overfinancial reporting has inherent limitations which include but is not limited tothe use of independent professionals for advice and guidance, interpretation ofexisting and/or changing rules and principles, segregation of managementduties, scale of organization, and personnel factors. Internal control overfinancial reporting is a process which involves human diligence and complianceand is subject to lapses in judgment and breakdowns resulting from humanfailures. Internal control over financial reporting also can be circumvented bycollusion or improper management override. Because of its inherent limitations,internal control over financial reporting may not prevent or detectmisstatements on a timely basis, however these inherent limitations are knownfeatures of the financial reporting process and it is possible to design into theprocess safeguards to reduce, though not eliminate, this risk. Therefore, eventhose systems determined to be effective can provide only reasonable assurancewith respect to financial statement preparation and presentation. Projectionsof any evaluation of effectiveness to future periods are subject to therisk that controls may become inadequate because of changes in conditions, orthat 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 overfinancial reporting that occurred during the last 3 months period ended June30, 2010 that have materially or are reasonably likely to materially affect,our internal controls over financial reporting.

 

 

Item9B: OTHER INFORMATION

 

None.

 

16

  

Part 111

 

| Item 10: | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
|----------|--------------------------------------------------------|

 

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

 

 

Our officers and directors and their ages and positionsare as follows:

 

Name                       Age                Position

TianJia                    39                 CEO, CFO

Tian SuHwa            68                 Secretary and Director

 

 

BUSINESS EXPERIENCE

 

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

 

Tian Jia, aged 39,Manchurian ethnic majority, born in Shanxi Province, China. From 1982 to 1988, herfamily ran a cement factory that employed more than 2,000 workers in ShanxiProvince, China. During this period, she began to observe the operation in herfamily's cement factory and developed an interest in the construction industry.From 1990 to 1994, she studied fluid Mechanics and business administration atHarbin University. From 1995 to 2000, she worked as a project manager at HarbinConstruction Company specializing in solar system home construction. From 2004to 2007, she worked as a real estate investment consultant and property managerat Sing Xia Yuan Group. From 2007 to Present, she is Chief Executive Officerand Chief Financial Officer of Great Wall Builders Ltd., a publiclytraded company in the United States. She devotes considerable time andresources for global charitable work and donations.

 

Tian Su Hua, aged 68,was born in Northeast China. She graduated with a Three Year Diploma ofAccountancy in China. From 1964 to 1985, she hold several accounting jobs inChina's private sectors. From 1985 to 1995 she engaged in the buildingconstruction business as a project supervisor in Shanxi Province, China. From1996 to 2007, she holds a position as a Construction Project Manager at MingJia Xin Company. From 2007 to Present, she is the Secretary and director ofGreat Wall Builders Ltd., a publicly traded company in the United States.

 

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

None of our directors, executive officers or controlpersons 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; |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

17

 

  

| 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 auditcommittee, a compensation committee, a nominating and corporate governancecommittee. Our board may establish other committees from time to time tofacilitate the management of our company; however, we have not yet establishedany such committees.

 

CODE OF ETHICS

 

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

 

COMPLIANCE WITH SECTION 16(A) OF THE ACT

 

Section 16(a) of theSecurities Exchange Act requires our directors, executive officers and personswho own more than 10% of our common stock to file reports of ownership andchanges in ownership of our common stock with the Securities and ExchangeCommission. Directors, executive officers and persons who own more than 10% ofour common stock are required by Securities and Exchange Commission regulationsto furnish to us copies of all Section 16(a) forms they file. Based solely onour review of such forms furnished to us and written representations fromcertain reporting persons, we believe that all filing requirements applicableto our executive officers, directors and greater than 10% beneficial owners arecurrently compliant.

 

Item 11: EXECUTIVE COMPENSATION

 

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

 

EQUITY INCENTIVE PLAN

 

We did not have an Equity Incentive Plan in place as ofJune 30, 2010.

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SUMMARY COMPENSATIONTABLE

 

The table belowsummarizes all compensation awarded to, earned by, or paid to each namedexecutive officer for our last 24 months for all services rendered to us.

 

 

 

| Name &

Position | Year | Salary

($) | Bonus

($) | Stock Awards

($) | Option Awards

($) | Non-Equity Incentive Plan Compensation

($) | Non-qualified Deferred

Compensation Earnings

($) | Other Compensation

($) | Total

($) |
|----------------------|------|-------------|------------|-------------------|--------------------|---------------------------------------------|----------------------------------------------------|-------------------------|------------|
| Tian Jia

CEO/CFO    | 2009 | 56,062      | -0-        | -0-               | -0-                | -0-                                         | -0-                                                | $22,118                 | $78,180    |
|                 | 2010 | 78,180      | -0-        | -0-               | -0-                | -0-                                         | -0-                                                | -0-                     | $78,180    |

 

 

 

 

COMPENSATION OF DIRECTORS TABLE

 

The table below summarizesall compensation paid to our directors as of June 30, 2010.

 

 

| Name                  | 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 Hua

Director | -0-                              | -0-               | -0-                | -0-                                         | -0-                                               | -0-                         | -0-        |

 

 

  

 

Item 12. OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following is a tabledetailing the current shareholders of Great Wall Builders Ltd., owning 5% ormore of the common stock, and shares owned by our directors and officers as ifJune 30, 2010.

 

| Title of Class | Beneficial Owner (1)                                             | Beneficial Ownership | Percentage of Ownership |
|----------------|------------------------------------------------------------------|----------------------|-------------------------|
| Common Stock   | Tian Jia

13007 Greenway Chase Ct,

Houston, Texas 77072         | 476,000              | 9.9%                    |
| Common

Stock  | Tian Su Hua

12520 A1 Westheimer #138

Houston, Texas 77077      | 912,000              | 19%                     |
| Common 

Stock | Apple solar (3)

13007 Greenway Chase Ct.,

Houston, Texas 77072 | 720,000              | 15%                     |
| Common

Stock  | Valor Solar (3)

13007 Greenway Chase Ct.,

Houston, Texas 77072 | 720,000              | 15%                     |

 

(1) All director and executive officer as agroup (two persons)

 

(2) Based on the totalof 4,800,000 outstanding common shares as of June 30, 2010.

 

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

 

  

ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Otherthan the transactions discussed below, we have not entered into any transactionnor are there any proposed transactions in which any of our directors,executive officers, stockholders or any member of the immediate family of anyof the foregoing had or is to have a direct or indirect material interest.

(a) As of June 30, 2010, there is an accrued salary payableto our Officer, Tian Jia, in the amount of $165,076.

(b) As of June 30, 2010, Tian Jia, our officer, has advanced$2,000 to the Company to pay for general and administrative expenses.

DIRECTOR INDEPENDENCE

 

We are not subject to listing requirements of anynational securities exchange(s) and, as a result, we are not at this timerequired 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$) billedby our auditor(s) in connection with the audit of the Company’s annualfinancial statements for the years ended:

 

|  June 30, 2010 | Audit Services | Audit

Related Fees | Tax Fees | Other Fees |
|---------------------|----------------|---------------------|----------|------------|
|                | $2,000         | $1,950              | $0       | $0         |
|                |           |                |     |       |

 

PRE-APPROVAL POLICIES AND PROCEDURES

 

We have implemented pre-approval policies and procedures relatedto the provision of audit and non-audit services. Under these procedures, ourboard of directors pre-approves all services to be provided by independentauditors and tax consultants, and the estimated fees related to these services.

 

 

 

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PART IV

 

| Item 15: | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|----------|-----------------------------------------|

 

Exhibits required by Item 601 of Regulation S-K

 

| Exhibit |                                                                                                                                |
|---------|-------------------------------------------------------------------------------------------------------------------------------------|
| Number  | Description                                                                                                                         |
|    |                                                                                                                                |
| 3.1     | 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 August 26,2008.**

             |
| 14.1    | Code of Ethics **

                                                                                                       |
| 31.1    | Section 302 Certification-Tian Jia ( filed herewith)

 

                                                                 |
| 32.1    | Section 906 Certification-Tian Jia ( filed herewith)

 

** previously filed

                                            |

 

 SIGNATURE:

 

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned.

 

|   | GREAT WALL BUILDERS, INC |                    |
|--------|--------------------------|-------------------------|
|   |                     |                    |   |
|   | By:                      | /s/ Tian Jia       |   |
|   |                     | Tian Jia                |   |
|   |                     | Chief Executive Officer |   |
|   |                     | Date: May 23, 2011      |   |

 

Pursuant to the requirementsof the Securities Act of 1934, this report has been signed by the followingpersons on behalf of the registrant and in the capacities and on the datesindicated.

 

|               |   |                                                         |   |
|--------------------|--------|--------------------------------------------------------------|--------|
| Date: May 23, 2011 | By:    | /s/ Tian Jia                                            |   |
|               |   | Tian Jia                                                     |   |
|               |   | Chief Executive Officer  & Chief Financial Officer & |   |
|               |   | Principal Accounting  Officer                                |   |
|               |   |                                                         |   |
|               |   |                                                         |   |
| Date: May 23, 2011 | By:    | /s/ Tian Su Hua                                         |   |
|               |   | Tian Su Hua                                                  |   |
|               |   | Director                                                     |   |
|               |   |                                                              |   |
|               |   |                                                         |   |

 

|   |   |   |   |
|--------|--------|--------|--------|

 

 

 

 

 

 

 

 

 

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