##### 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 March 31, 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
    
    20-0178991(State or Other Jurisdiction of
Incorporation or Organization)
    
    (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
    
    
    10PART II  OTHER INFORMATION
    
    
    14Item 6.
    
    
    14EXHIBIT 31.1EXHIBIT 32.1
    i




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 GREAT WALL ACQUISITION CORPORATION
(a corporation in the development stage)
 GREAT WALL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
(RESTATED)
 March 31, 2006
    
    

December31,
2005(Unaudited)ASSETSCurrent assets:Cash
    
    $
    46,147
    
    
    $
    130,059Money market funds
    
    
    8,971
    
    
    
    348Investment in Treasury Bills  held in trust
    
    
    24,267,851
    
    
    
    24,040,374Prepaid expenses
    
    
    470
    
    
    
    720Total current asset
    
    
    24,323,439
    
    
    
    24,171,501Deferred tax assets
    
    
    155,978
    
    
    
    126,978Total assets
    
    $
    24,479,417
    
    
    $
    24,298,479LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accrued expenses
    
    $
    530,277
    
    
    $
    431,700Due to ChinaCast
    
    
    122,000
    
    
    
    507,000Note payable, stockholder
    
    
    50,000
    
    
    
    Income taxes payable
    
    
    284,129
    
    
    
    229,421Deferred interest
    
    
    221,169
    
    
    
    175,733Total current liabilities
    
    
    1,207,575
    
    
    
    1,343,854Common stock subject to possible redemption - 902,744 shares at redemption value
    
    
    4,629,887
    
    
    
    4,629,887Stockholders 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
    
    
    20,066,508
    
    
    
    19,681,508Deficit accumulated during development stage
    
    
    (1,425,105
    )
    
    
    (1,357,322
    )Total stockholders equity
    
    
    18,641,955
    
    
    
    18,324,738Total liabilities and stockholders equity
    
    $
    24,479,417
    
    
    $
    24,298,479
  2




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GREAT WALL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
 Period fromAugust 20, 2003(inception) toMarch 31, 2006
    
    
    Three Months Ended March 31,(cumulative)
    
    
    2006
    
    
    2005(RESTATED)
    
    
    (RESTATED)Operating expenses:Travel
    
    $
    94,665
    
    
    $
    8,493
    
    
    $
    12,388Capital based taxes
    
    
    146,641
    
    
    
    6,000
    
    
    
    23,000Professional fees
    
    
    1,915,080
    
    
    
    157,698
    
    
    
    101,045Rent
    
    
    12,000
    
    
    
    1,500
    
    
    
    1,500Transfer agent fees
    
    
    34,531
    
    
    
    9,247
    
    
    
    4,160Other operating costs
    
    
    4,100
    
    
    
    246
    
    
    
    180Loss from operations
    
    
    (2,207,017
    )
    
    
    (183,184
    )
    
    
    (142,273
    )Interest income
    
    
    894,888
    
    
    
    190,664
    
    
    
    97,956Interest expense
    
    
    (1,374
    )
    
    
    (263
    )
    
    
    Income (loss) before provision for income taxes
    
    
    (1,313,503
    )
    
    
    7,217
    
    
    
    (44,317
    )Provision for income taxes
    
    
    111,602
    
    
    
    75,000
    
    
    
    Net loss
    
    $
    (1,425,105
    )
    
    $
    (67,783
    )
    
    $
    (44,317
    )Net loss per common share  basic and
diluted
    
    
    
    
    
    $
    (0.01
    )
    
    $
    (0.01
    )Weighted average number of common shares
outstanding  basic and diluted
    
    
    
    
    
    
    5,515,975
    
    
    
    5,515,975
  3




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GREAT WALL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY
(RESTATED)
 Deficitaccumulatedduring
    
    
    TotalAdditional
    
    
    development
    
    
    StockholdersCommon Stock
    
    
    Paid-In Capital
    
    
    stage
    
    
    EquityShares
    
    
    AmountBalance, 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
    
    
    5,515,975
    
    
    $
    552
    
    
    $
    19,681,508
    
    
    $
    (1,357,322
    )
    
    $
    18,324,738Unaudited:Additional
capital contributed through payment of expense
    
    
    
    
    
    
    
    
    
    
    385,000
    
    
    
    
    
    
    
    385,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (67,783
    )
    
    
    (67,783
    )Balance, March 31, 2006
    
    
    5,515,975
    
    
    $
    552
    
    
    $
    20,066,508
    
    
    $
    (1,425,105
    )
    
    $
    18,641,955
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GREAT WALL ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS  (RESTATED)
 Period fromAugust 20, 2003(inception) toMarch 31, 2006
    
    
    Three Months Ended March 31,(cumulative)
    
    
    2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (1,425,105
    )
    
    $
    (67,783
    )
    
    $
    (44,317
    )Adjustments to reconcile net loss to net
cash used in operating activities:Noncash
professional fee expense
    
    
    808,000
    
    
    
    
    
    
    
    Deferred taxes
    
    
    (155,978
    )
    
    
    (29,000
    )
    
    
    Interest on Treasury Bills
    
    
    (1,106,401
    )
    
    
    (227,297
    )
    
    
    (122,419
    )Changes in operating assets and liabilities:(Increase) decrease in -Prepaid expenses
    
    
    (470
    )
    
    
    250
    
    
    
    2,533Increase (decrease) in -Accrued expenses
    
    
    530,277
    
    
    
    98,577
    
    
    
    (34,544
    )Income tax payable
    
    
    284,129
    
    
    
    54,708
    
    
    
    23,000Deferred interest
    
    
    221,169
    
    
    
    45,436
    
    
    
    24,471Net cash used in operating activities
    
    
    (844,379
    )
    
    
    (125,109
    )
    
    
    (151,276
    )CASH FLOWS FROM INVESTING ACTIVITIESIncrease in money market funds
    
    
    (8,971
    )
    
    
    (8,623
    )
    
    
    (118
    )Purchase of Treasury Bills
    
    
    (293,454,450
    )
    
    
    (43,269,180
    )
    
    
    (70,231,890
    )Maturity of Treasury Bills
    
    
    270,293,000
    
    
    
    43,269,000
    
    
    
    70,232,000Net cash used in investing activities
    
    
    (23,170,421
    )
    
    
    (8,803
    )
    
    
    (8
    )CASH 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
    
    
    85,000
    
    
    
    50,000
    
    
    
    Repayment of note payable, stockholders
    
    
    (35,000
    )
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    24,060,947
    
    
    
    50,000
    
    
    
    CASHNet increase (decrease)
    
    
    46,147
    
    
    
    (83,912
    )
    
    
    (151,284
    )Balance at beginning of period
    
    
    
    
    
    
    130,059
    
    
    
    688,542Balance at end of period
    
    $
    46,147
    
    
    $
    46,147
    
    
    $
    537,258SUPPLEMENTAL
SCHEDULE OF NON-CASH INVESTING AND FINANCIAL ACTIVITY:Settlement
by stockholder of amounts due to ChinaCast
    
    $
    686,000
    
    
    $
    385,000
    
    
    $
    
  5




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Great
    Wall Acquisition Corporation
    (a corporation in the development stage)
    Notes to Financial Statements (Unaudited)
 Three months ended March 31, 2006
  1.
    Basis of
    Presentation    Form 10-KSB/A
  2.
    Organization
    and Business Operations    year-end.
       6




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Great
    Wall Acquisition Corporation
    (a corporation in the development stage)
    Notes to Financial Statements
    (Unaudited)  (Continued)
            3.
    Initial
    Public Offering   7




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Great
    Wall Acquisition Corporation
    (a corporation in the development stage)
    Notes to Financial Statements
    (Unaudited)  (Continued)
      4.
    Commitment
    and Contingency    out-of-pocket
    5.
    Tender
    Offer for Proposed Business Combination   8




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Great
    Wall Acquisition Corporation
    (a corporation in the development stage)
    Notes to Financial Statements
    (Unaudited)  (Continued)
     Restatement of Prior Financial Statements
 Year Ended December 31, 2005As Reported
    
    As RestatedStatement of OperationsTotal operating expenses
    
    $
    910,619
    
    
    $
    1,718,619Loss from operations
    
    
    (910,619
    )
    
    
    (1,718,619
    )Loss before provision for income taxes
    
    
    (370,355
    )
    
    
    (1,178,355
    )Net loss
    
    
    (406,957
    )
    
    
    (1,214,957
    )Net loss per common share  basic and diluted
    
    $
    (0.07
    )
    
    $
    (0.22
    )Year Ended December 31, 2005As Reported
    
    As RestatedBalance SheetDue to ChinaCast
    
    $
    -
    
    
    $
    507,000Total current liabilities
    
    
    836,854
    
    
    
    1,343,854Additional paid-in capital
    
    
    19,380,508
    
    
    
    19,681,508Deficit accumulated during the development stage
    
    
    (549,322
    )
    
    
    (1,357,322
    )Total stockholders equity
    
    $
    18,831,738
    
    
    $
    18,324,738Three Months Ended March 31, 2006As Reported
    
    As RestatedStatement of OperationsTotal operating expenses
    
    $
    85,184
    
    
    $
    183,184Loss from operations
    
    
    (85,184
    )
    
    
    (183,184
    )Income before provision for income taxes
    
    
    105,217
    
    
    
    7,217Net income (loss)
    
    
    30,217
    
    
    
    (67,783
    )Net income (loss) per common share  basic and
diluted
    
    $
    0.01
    
    
    $
    (0.01
    )Three Months Ended March 31, 2006As Reported
    
    As RestatedBalance SheetAccrued expenses
    
    $
    432,277
    
    
    $
    530,277Due to ChinaCast
    
    
    -
    
    
    
    122,000Total current liabilities
    
    
    987,575
    
    
    
    1,207,575Additional paid-in capital
    
    
    19,380,508
    
    
    
    20,066,508Deficit accumulated during the development stage
    
    
    (519,105
    )
    
    
    (1,425,105
    )Total stockholders equity
    
    $
    18,861,955
    
    
    $
    18,641,955
  9




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Item 2. Managements Discussion and Analysis or Plan of Operation.
  Forward Looking Statements
  Critical Accounting Policies
 Investments Held in Trust.
 Deferred Interest.
 Income Taxes.
   Business Overview
   10




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www.sec.gov
  
    
    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
September 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.
  11




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Results of Operations
      12




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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:
September 7, 2006
    
    By:
    
    /s/ Kin Shing LiName: Kin Shing LiTitle: Chairman of the Board, Chief Executive Officer
and Secretary (Principal Executive Officer and
Principal Financial and Accounting Officer)