##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB/A
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2006
 o
    
    Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period          to
 Commission File Number 000-50550
 
 GREAT WALL ACQUISITION CORPORATION
  Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    20-0178991(I.R.S. Employer Identification Number)
 660 Madison Avenue  15 th Floor  New York, New York 10021
 (212) 753-0804
 þ o
 þ o
  o þ




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TABLE
OF CONTENTS
 PagePART
I  FINANCIAL INFORMATION
    
    
    2Item 1. Financial Statements
    
    
    2Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    9PART II   OTHER INFORMATION
    
    
    14Item 6.
Exhibits
    
    
    14EXHIBIT 31.1EXHIBIT 32.1
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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 GREAT WALL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS(RESTATED)
 September 30, 2006
    
    
    December 31, 2005(Unaudited)ASSETSCurrent assets:Cash
    
    $
    39,821
    
    
    $
    130,059Money market funds
    
    
    554
    
    
    
    348Investment in Treasury Bills  held in trust
    
    
    24,849,534
    
    
    
    24,040,374Prepaid expenses
    
    
    1,720
    
    
    
    720Total current asset
    
    
    24,891,629
    
    
    
    24,171,501Deferred tax assets, net
    
    
    363,050
    
    
    
    126,978Total assets
    
    $
    25,254,679
    
    
    $
    24,298,479LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accrued expenses
    
    $
    533,940
    
    
    $
    431,700Due to ChinaCast
    
    
    150,000
    
    
    
    507,000Notes payable, stockholder
    
    
    440,000
    
    
    
    Income taxes payable
    
    
    493,926
    
    
    
    229,421Deferred interest
    
    
    335,795
    
    
    
    175,733Total current liabilities
    
    
    1,953,661
    
    
    
    1,343,854Common stock subject to possible redemption 
902,744 shares at redemption value
    
    
    4,629,887
    
    
    
    4,629,887CommitmentsStockholders equityPreferred stock, $0.0001 par value;
authorized 1,000,000 shares; issued  noneCommon stock, $0.0001 par value; authorized
20,000,000 shares; issued and outstanding 
5,515,975 shares (which including 902,744
shares of common stock subject to possible
redemption)
    
    
    552
    
    
    
    552Additional paid-in capital
    
    
    20,383,593
    
    
    
    19,681,508Deficit accumulated during development stage
    
    
    (1,713,014
    )
    
    
    (1,357,322
    )Total stockholders equity
    
    
    18,671,131
    
    
    
    18,324,738Total liabilities and stockholders equity
    
    $
    25,254,679
    
    
    $
    24,298,479
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GREAT WALL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
 Period fromAugust 20, 2003(inception) toSeptember 30,2006
    
    
    Three Months Ended September 30,
    
    
    Nine Months Ended September 30,(cumulative)
    
    
    2006
    
    
    
    
    
    2006(Restated)
    
    
    (Restated)
    
    
    2005
    
    
    (Restated)
    
    
    2005Operating expenses:Travel
    
    $
    134,087
    
    
    $
    22,187
    
    
    $
    26,979
    
    
    $
    47,915
    
    
    $
    45,245Capital based taxes
    
    
    158,641
    
    
    
    6,000
    
    
    
    25,249
    
    
    
    18,000
    
    
    
    75,818Professional fees
    
    
    2,586,954
    
    
    
    324,083
    
    
    
    120,840
    
    
    
    829,572
    
    
    
    380,792Rent
    
    
    15,000
    
    
    
    1,500
    
    
    
    1,500
    
    
    
    4,500
    
    
    
    4,500Transfer agent fees
    
    
    44,213
    
    
    
    3,178
    
    
    
    6,260
    
    
    
    18,929
    
    
    
    12,333Other operating costs
    
    
    4,872
    
    
    
    126
    
    
    
    260
    
    
    
    1,018
    
    
    
    810Loss from operations
    
    
    (2,943,767
    )
    
    
    (357,074
    )
    
    
    (181,088
    )
    
    
    (919,934
    )
    
    
    (519,498
    )Interest income
    
    
    1,353,779
    
    
    
    239,422
    
    
    
    155,264
    
    
    
    649,555
    
    
    
    373,430Interest expense
    
    
    (11,259
    )
    
    
    (6,411
    )
    
    
    
    
    
    
    (10,148
    )
    
    
    Loss before provision for
income taxes
    
    
    (1,601,247
    )
    
    
    (124,063
    )
    
    
    (25,824
    )
    
    
    (280,527
    )
    
    
    (146,068
    )Provision (benefit) for income taxes
    
    
    111,767
    
    
    
    (9,324
    )
    
    
    
    
    
    
    75,165
    
    
    
    Net loss
    
    $
    (1,713,014
    )
    
    $
    (114,739
    )
    
    $
    (25,824
    )
    
    $
    (355,692
    )
    
    $
    (146,068
    )Net loss per common share
 basic and diluted
    
    
    
    
    
    $
    (0.02
    )
    
    $
    (0.00
    )
    
    $
    (0.06
    )
    
    $
    (0.03
    )Weighted average number of
common shares outstanding
 basic and diluted
    
    
    
    
    
    
    5,515,975
    
    
    
    5,515,975
    
    
    
    5,515,975
    
    
    
    5,515,975
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GREAT WALL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY
 Deficitaccumulatedduring
    
    
    TotalCommon Stock
    
    
    Additional
    
    
    development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Paid-In Capital
    
    
    stage
    
    
    EquityBalance, August 20, 2003
(inception)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Sale of 1,000,000 shares
of common stock to
founding stockholders at
$.025 per share
    
    
    1,000,000
    
    
    
    100
    
    
    
    24,900
    
    
    
    
    
    
    
    25,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,213
    )
    
    
    (1,213
    )Balance, December 31, 2003
    
    
    1,000,000
    
    
    $
    100
    
    
    $
    24,900
    
    
    $
    (1,213
    )
    
    $
    23,787Sale of 4,515,975 units
(including 902,744 shares
of common stock subject to
possible redemption), net
of underwriters discount
and offering expenses
    
    
    4,515,975
    
    
    
    452
    
    
    
    23,985,395
    
    
    
    
    
    
    
    23,985,847Reclassification as a
result of 902,744 shares
of common stock being
subject to possible
redemption
    
    
    
    
    
    
    
    
    
    
    (4,629,887
    )
    
    
    
    
    
    
    (4,629,887
    )Proceeds from issuance of
stock option to
underwriter
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (141,152
    )
    
    
    (141,152
    )Balance, December 31, 2004
    
    
    5,515,975
    
    
    $
    552
    
    
    $
    19,380,508
    
    
    $
    (142,365
    )
    
    $
    19,238,695Additional capital
contributed through
payment of expense
    
    
    
    
    
    
    
    
    
    
    301,000
    
    
    
    
    
    
    
    301,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,214,957
    )
    
    
    (1,214,957
    )Balance, December 31, 2005
(Restated)
    
    
    5,515,975
    
    
    $
    552
    
    
    $
    19,681,508
    
    
    $
    (1,357,322
    )
    
    $
    18,324,738Unaudited:Additional capital
contributed through
payment of expense and
settlement of amount due
to ChinaCast
    
    
    
    
    
    
    
    
    
    
    702,085
    
    
    
    
    
    
    
    702,085Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (355,692
    )
    
    
    (355,692
    )Balance, September 30, 2006 (Restated)
    
    
    5,515,975
    
    
    $
    552
    
    
    $
    20,383,593
    
    
    $
    (1,713,014
    )
    
    $
    18,671,131
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GREAT WALL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
 Period fromAugust 20, 2003(inception) toSeptember 30, 2006
    
    
    Nine Months Ended September 30,(cumulative)
    
    
    2006
    
    
    2005(Restated)
    
    
    (Restated)CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,713,014
    )
    
    $
    (355,692
    )
    
    $
    (146,068
    )Adjustments to reconcile net loss to net
cash used in operating activities:Non-cash professional fee expense
    
    
    1,153,085
    
    
    
    345,085
    
    
    
    Deferred taxes
    
    
    (363,050
    )
    
    
    (236,072
    )
    
    
    Interest on Treasury Bills
    
    
    (1,679,817
    )
    
    
    (800,713
    )
    
    
    (466,702
    )Changes in operating assets and liabilities:(Increase) decrease in Prepaid expenses
    
    
    (1,720
    )
    
    
    (1,000
    )
    
    
    2,534Increase in Accrued expenses
    
    
    533,940
    
    
    
    102,240
    
    
    
    63,992Income tax payable
    
    
    493,926
    
    
    
    264,505
    
    
    
    1,018Deferred interest
    
    
    335,795
    
    
    
    160,062
    
    
    
    93,294Net cash used in operating activities
    
    
    (1,240,855
    )
    
    
    (521,585
    )
    
    
    (451,932
    )CASH FLOWS FROM INVESTING ACTIVITIES(Increase) decrease in money market funds
    
    
    (554
    )
    
    
    (206
    )
    
    
    632Purchase of Treasury Bills
    
    
    (342,787,717
    )
    
    
    (92,602,447
    )
    
    
    (169,746,404
    )Maturity of Treasury Bills
    
    
    319,618,000
    
    
    
    92,594,000
    
    
    
    169,746,000Net cash provided by (used in) investing
activities
    
    
    (23,170,271
    )
    
    
    (8,653
    )
    
    
    228CASH FLOWS FROM FINANCING ACTIVITIESGross proceeds from public offering
    
    
    27,095,850
    
    
    
    
    
    
    
    Proceeds from issuance of stock option
    
    
    100
    
    
    
    
    
    
    
    Payment of costs of public offering
    
    
    (3,110,003
    )
    
    
    
    
    
    
    Proceeds from sale of shares of common stock
    
    
    25,000
    
    
    
    
    
    
    
    Proceeds from notes payable, stockholders
    
    
    475,000
    
    
    
    440,000
    
    
    
    Repayment of note payable, stockholders
    
    
    (35,000
    )
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    24,450,947
    
    
    
    440,000
    
    
    
    CASHNet increase (decrease)
    
    
    39,821
    
    
    
    (90,238
    )
    
    
    (451,704
    )Balance at beginning of period
    
    
    
    
    
    
    130,059
    
    
    
    688,542Balance at end of period
    
    $
    39,821
    
    
    $
    39,821
    
    
    $
    236,838
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1. Basis of Presentation
   2. Organization and Business Operations
      6




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3. Initial Public Offering
  7




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4. Commitments
    8




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5. Notes Payable to Stockholder




6. Tender Offer for Proposed Business Combination






Restatement of Prior Financial Statements
 Three Months Ended September 30, 2006As Reported
    
    
    As RestatedStatement of OperationsTotal operating expenses
    
    $
    207,074
    
    
    $
    357,074Loss from operations
    
    
    (207,074
    )
    
    
    (357,074
    )Income (loss) before provision for income taxes
    
    
    25,937
    
    
    
    (124,063
    )Net income (loss)
    
    
    35,261
    
    
    
    (114,739
    )Net income (loss) per common share  basic and diluted
    
    $
    0.01
    
    
    
    (0.02
    )
 Nine Months Ended September 30, 2006As Reported
    
    
    As RestatedStatement of OperationsTotal operating expenses
    
    $
    769,934
    
    
    $
    919,934Loss from operations
    
    
    (769,934
    )
    
    
    (919,934
    )Loss before provision for income taxes
    
    
    (130,527
    )
    
    
    (280,527
    )Net loss
    
    
    (205,692
    )
    
    
    (355,692
    )Net loss per common share  basic and diluted
    
    
    (0.04
    )
    
    
    (0.06
    )
 Nine Months Ended September 30, 2006As Reported
    
    
    As RestatedBalance SheetDue to ChinaCast
    
    $
    
    
    
    $
    150,000Total current liabilities
    
    
    1,803,661
    
    
    
    1,953,661Deficit accumulated during the development stage
    
    
    (1,563,014
    )
    
    
    (1,713,014
    )Total stockholders equity
    
    $
    18,821,131
    
    
    
    18,671,131
  
 Item 2. Managements Discussion and Analysis or Plan of Operation.
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Forward Looking Statements
  Critical Accounting Policies
 Investments Held in Trust.
 Deferred Interest.
 Income Taxes.
 Use of Estimates.
 Other
 Business Overview
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
    
    except as otherwise permitted by the Letter of Undertaking, to not transfer, dispose
of or create an encumbrance on any of their ChinaCast shares from July 13, 2005 (the
Commencement Date), until the earlier of the date that the Offer lapses unconsummated
or Great Wall withdraws the Offer (the Expiration Time);
    
    to not breach their obligations under the Letters of Undertaking;
    
    except with Great Walls prior written consent, during the period from the
Commencement Date and ending at the Expiration Time, to not directly or indirectly
solicit, encourage (including without limitation, by way of providing information
concerning Great Wall and/or any of its subsidiaries to any person), vote in favor of,
initiate or participate in any tender (including without limitation accepting any
tender offer), negotiations, discussions or resolutions with respect to any expression
of interest, offer or proposal by any person other than Great Wall to acquire an
interest in all or a substantial part of the business, operations or undertakings of
ChinaCast and its subsidiaries or in five percent or more of the issued share capital
of ChinaCast, acquire control of ChinaCast or otherwise acquire or merge with ChinaCast
(including by way of scheme of arrangement, capital restructuring, tender offer, joint
venture or dual listed company structure);
    
    within seven business days after the date of dispatch of the offer document in
respect of the Offer, to tender their ChinaCast shares and elect the Stock Offer; and
    
    notwithstanding any rights of withdrawal under the Singapore Code on Takeovers and
Mergers, to not withdraw any of their ChinaCast shares tendered, unless the Offer
lapses without Great Walls having accepted their tendered shares or is withdrawn by
Great Wall.
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Results of Operations
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Off-Balance Sheet Arrangements
  13




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Item 6. Exhibits.
 31.1
    
    Certification of the Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Principal Executive Officer and Principal Financial and
Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  GREAT WALL ACQUISITION CORPORATION
(Registrant)Date: November 24, 2006
    
    By:
    
    /s/ Kin Shing LiName: Kin Shing LiTitle:
    
    Chairman of the Board, Chief Executive Officerand Secretary (Principal Executive Officer andPrincipal Financial and Accounting Officer)
 15