**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 Washington,
D.C. 20549
  **FORM
10-QSB**
  x Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  **For
the quarterly period ended March 31, 2005**
   ̈ 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**
 (Exact
Name of Small Business Issuer as Specified in Its Charter)
 **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**
 (Address
of Principal Executive Offices)
  **(212)
753-0804**
 (Issuer’s
Telephone Number, Including Area Code)
  Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
  Yes x No  ̈
  There
were 5,519,975 shares of the Company’s common stock, par value $0.0001 per
share, outstanding as of May 9, 2005.
  Transitional
Small Business Disclosure Format (Check one): Yes  ̈ No x
 
  TABLE OF
CONTENTS
  **Page**PART
      I -FINANCIAL
      INFORMATION
    
    1Item
      1.Financial
      Statements
    
    1Item
      2.Management’s
      Discussion and Analysis or Plan of Operation.
    
    7Item
      3.Controls
      and Procedures.
    
    9PART
      II -OTHER
      INFORMATION
    
    9Item
      1.Legal
      Proceedings.
    
    9Item
      2.Unregistered
      Sales of Equity Securities and Use of Proceeds.
    
    9Item
      3.Defaults
      Upon Senior Securities.
    
    10Item
      4.Submission
      of Matters To a Vote of Security Holders.
    
    10Item
      5.Other
      Information.
    
    10Item
      6.Exhibits.
    
    10
 i
  **PART
I -**  **FINANCIAL
INFORMATION**
  **Item
1.**  **Financial
Statements**
  **Great
Wall** **Acquisition Corporation**
 **(A
Development Stage Company)**
 **Balance
Sheet (unaudited)**
  March
      31,
      2005
    
    December
      31,
      2004**ASSETS**Current
      assets:Cash
    
    $
    537,258
    
    $
    688,542Money
      market funds - held in trust
    
    
    1,446
    
    
    1,328Investment
      in Treasury Bills - held in trust
    
    
    23,486,713
    
    
    23,364,404Prepaid
      expenses
    
    
    470
    
    
    3,003Total
      current assets
    
    
    24,025,887
    
    
    24,057,277Total
      assets
    
    $
    24,025,887
    
    $
    24,057,277**LIABILITIES
      AND STOCKHOLDERS’ EQUITY**Current
      liabilities:Accrued
      expenses
    
    $
    46,082
    
    $
    80,626Capital
      and income taxes payable
    
    
    90,312
    
    
    67,312Deferred
      interest
    
    
    65,228
    
    
    40,757Total
      current liabilities
    
    
    201,622
    
    
    188,695Common
      stock subject to possible redemption 902,744 shares at redemption
      value
    
    
    4,629,887
    
    
    4,629,887Stockholders’
      equity:Preferred
      stock, $0.0001 par value; authorized - 1,000,000 shares; issued -
      none
    
    
    —
    
    
    —Common
      stock, $0.0001 par value; authorized - 20,000,000 shares; issued and
      outstanding - 5,515,975 shares (including 902,744 shares of common stock
      subject to possible redemption)
    
    
    552
    
    
    552Additional
      paid-in capital
    
    
    19,380,508
    
    
    19,380,508Deficit
      accumulated during development stage
    
    
    (186,682
    )
    
    (142,365
    )Total
      stockholders’ equity
    
    
    19,194,378
    
    
    19,238,695Total
      liabilities and stockholders’ equity
    
    $
    24,025,887
    
    $
    24,057,277
  See
accompanying notes to financial statements.
 1
 **Great
Wall Acquisition Corporation**
 **(A
Development Stage Company)**
 **Statements
of Operations (unaudited)**
 Period fromAugust 20, 2003 (inception)
      toMarch 31, 2005
    
    Three
      Months EndedMarch
      31,(cumulative)
    
    2005
    
    2004Operating
      expenses:Travel
    
    $
    47,777
    
    $
    12,388
    
    $
    —Capital
      based taxes
    
    
    90,312
    
    
    23,000
    
    
    —Professional
      fees
    
    
    285,636
    
    
    101,045
    
    
    —Rent
    
    
    6,000
    
    
    1,500
    
    
    —Transfer
      agent fees
    
    
    14,758
    
    
    4,160
    
    
    —Other
      operating costs
    
    
    3,004
    
    
    180
    
    
    1,423Loss
      from operations
    
    
    (447,487
    )
    
    (142,273
    )
    
    (1,423
    )Interest
      income
    
    
    261,916
    
    
    97,956
    
    
    —Interest
      expense
    
    
    (1,111
    )
    
    —
    
    
    (349
    )Net
      loss
    
    $
    (186,682
    )
    $
    (44,317
    )
    $
    (1,772
    )Net
      loss per common share - basic and diluted
    
    
    
    
    $
    (0.01
    )
    $
    (0.00
    )Weighted
      average number of common shares outstanding - basic and
      diluted
    
    
    
    
    
    5,515,975
    
    
    1,406,994
   See
accompanying notes to financial statements.
 
 2
 ****
 **Great
Wall Acquisition Corporation**
 **(A
Development Stage Company)**
 **Statements
of S** **tockholders’
Equity (unaudited)**
 Common
      Stock
    
    
    Additional
    
    
    Deficit Accumulated During
    
    
    TotalShares
    
    
    Amount
    
    
    Paid-InCapital
    
    
    Development Stage
    
    
    Stockholders’ EquityBalance,
      August 20, 2003 (inception)
    
    
    —
    
    $
    —
    
    $
    —
    
    $
    —
    
    $
    —Sale
      of 1,000,000 shares of common stock to founding stockholders (140,000
      shares at $0.00005 per share and 860,000 shares at $0.029062 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
    )
    
    19,238,695Net
      loss
    
    
    —
    
    
    —
    
    
    —
    
    
    (44,317
    )
    
    (44,317
    )Balance,
      March 31, 2005
    
    
    5,515,975
    
    $
    552
    
    $
    19,380,508
    
    $
    (186,682
    )
    $
    19,194,378
  See
accompanying notes to financial statements.
 
 3
  **Great
Wall Acquisition Corporation**
 **(A
Development Stage Company)**
 **Statements
of Cash Flows (unaudited)**
  Period fromAugust 20, 2003
    
    Three
      Months Ended March 31,(inception) toMarch 31, 2005
      (cumulative)
    
    2005
    
    2004**CASH
      FLOWS FROM OPERATING ACTIVITIES**Net
      loss
    
    $
    (186,682
    )
    $
    (44,317
    )
    $
    (1,772
    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Interest
      on Treasury Bills held in trust
    
    
    (326,309
    )
    
    (122,419
    )
    
    —Changes
      in operating assets and liabilities:(Increase)
      decrease in -Prepaid
      expenses
    
    
    (470
    )
    
    2,533
    
    
    (11,229
    )Increase
      (decrease) in -Accrued
      expenses
    
    
    46,082
    
    
    (34,544
    )
    
    163Capital
      and income taxes payable
    
    
    90,312
    
    
    23,000
    
    
    —Deferred
      interest
    
    
    65,228
    
    
    24,471
    
    
    —Net
      cash used in operating activities
    
    
    (311,839
    )
    
    (151,276
    )
    
    (12,838
    )**CASH
      FLOWS FROM INVESTING ACTIVITIES**Increase
      in money market funds
    
    
    (1,446
    )
    
    (118
    )
    
    —Purchase
      of Treasury Bills
    
    
    (126,684,404
    )
    
    (70,231,890
    )
    
    (23,161,265
    )Maturity
      of Treasury Bills
    
    
    103,524,000
    
    
    70,232,000
    
    
    —Net
      cash used in investing activities
    
    
    (23,161,850
    )
    
    (8
    )
    
    (23,161,265
    )**CASH
      FLOWS FROM FINANCING ACTIVITIES**Gross
      proceeds from public offering
    
    
    27,095,850
    
    
    —
    
    
    27,095,850Proceeds
      from issuance of stock option
    
    
    100
    
    
    —
    
    
    100Payment
      of costs of public offering
    
    
    (3,110,003
    )
    
    —
    
    
    (2,970,747
    )Proceeds
      from sale of shares of common stock
    
    
    25,000
    
    
    —
    
    
    —Proceeds
      from notes payable, stockholders
    
    
    35,000
    
    
    —
    
    
    —Repayment
      of notes payable, stockholders
    
    
    (35,000
    )
    
    —
    
    
    —Net
      cash provided by financing activities
    
    
    24,010,947
    
    
    —
    
    
    24,125,203Net
      increase (decrease) in cash
    
    
    537,258
    
    
    (151,284
    )
    
    951,100Cash
      at beginning of period
    
    
    —
    
    
    688,542
    
    
    18,340Cash
      at end of period
    
    $
    537,258
    
    $
    537,258
    
    $
    969,440Supplemental
      schedule of non-cash financing activity:Accrual
      of deferred offering costs
    
    $
    —
    
    $
    —
    
    $
    15,298
  See
accompanying notes to financial statements
  4
  **Great
Wall** **Acquisition Corporation** **(A
Development Stage Company)**
 **Notes
to the Financial Statements (Unaudited)**
  **1.** **Basis
of Presentation**
  The
financial statements at March 31, 2005, for the three months ended March 31,
2005 and March 31, 2004, and for the period from August 20, 2003
(inception) to March 31, 2005, are unaudited. In the opinion of management,
all adjustments (consisting of normal accruals) have been made that are
necessary to present fairly the financial position of Great Wall Acquisition
Corporation (the “Company”) as of March 31, 2005 and the results of its
operations and its cash flows for the three months ended March 31, 2005 and
March 31, 2004 and for the period from August 20, 2003 (inception) to
March 31, 2005. Operating results for the interim periods presented are not
necessarily indicative of the results to be expected for a full
year.
  The
statements and related notes have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations. These financial statements
should be read in conjunction with the financial statements that were included
in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004.
  **2.** **Organization
and Business Operations**
  The
Company was incorporated on August 20, 2003 as a blank check company whose
objective is to acquire an operating business having its primary operations in
the People’s Republic of China. The registration statement for the Company’s
initial public offering (“Offering”) was declared effective March 17, 2004. The
Company consummated the Offering on March 23, 2004 and received net proceeds of
approximately $21,225,000 (Note 3). On March 30, 2004, the underwriters
exercised their over-allotment option and the Company received additional net
proceeds of approximately $2,761,000 (Note 3). The Company’s management has
broad discretion with respect to the specific application of the net proceeds of
the Offering, although substantially all of the net proceeds of the Offering are
intended to be generally applied toward consummating a business combination with
an operating business in the People’s Republic of China (“Business
Combination”). An amount of approximately $23,161,000 of the net proceeds was
placed in an interest-bearing trust account (“Trust Fund”) until the earlier of
the (i) consummation of the Company’s first Business Combination or (ii)
liquidation of the Company. Under the agreement governing the Trust Fund, funds
will only be invested in United States government securities (Treasury Bills)
with a maturity of 180 days or less. This amount has been invested in a Treasury
Bill. The Treasury Bill has been accounted for as a trading security, which is
recorded as its market value of approximately $23,486,713 at March 31, 2005. The
excess of market value over cost, exclusive of the deferred interest described
below, is included in interest income in the accompanying statements of
operations. The remaining net proceeds may be used to pay for business, legal
and accounting due diligence on prospective acquisitions and continuing general
and administrative expenses.
  The
Company, after signing a definitive agreement for the acquisition of a target
business, will submit such transaction for stockholder approval. In the event
that stockholders owning 20% or more of the outstanding stock excluding, for
this purpose, those persons who were stockholders prior to the Offering, vote
against the Business Combination and exercise their conversion rights described
below, the Business Combination will not be consummated. All of the Company’s
stockholders prior to the Offering, including the Company’s chairman of the
board and chief executive officer and other former members of the Company’s
board of directors (“Initial Stockholders”), have agreed to vote their 1,000,000
founding shares of common stock in accordance with the vote of the majority in
interest of all other stockholders of the Company (“Public Stockholders”) with
respect to the Business Combination. After consummation of the Business
Combination, all of these voting safeguards will no longer be
applicable.
  5
 With
respect to a Business Combination which is approved and consummated, any Public
Stockholder who voted against the Business Combination may demand that the
Company redeem his shares. The per share redemption price will equal the amount
in the Trust Fund as of the record date for determination of stockholders
entitled to vote on the Business Combination divided by the number of shares of
common stock held by Public Stockholders at the consummation of the Offering.
Accordingly, Public Stockholders holding 19.99% of the aggregate number of
shares owned by all Public Stockholders may seek redemption of their shares in
the event of a Business Combination. Such Public Stockholders are entitled to
receive their per share interest in the Trust Fund computed without regard to
the shares held by Initial Stockholders. Accordingly, a portion of the net
proceeds from the Offering (19.99% of the amount originally held in the Trust
Fund) has been classified as common stock subject to possible redemption in the
accompanying balance sheets and 19.99% of the related interest earned on the
Treasury Bill has been recorded as deferred interest.
  The
Company’s Certificate of Incorporation provides for mandatory liquidation of the
Company, without stockholder approval, in the event that the Company does not
consummate a Business Combination within 18 months from the date of the
consummation of the Offering, or 24 months from the consummation of the Offering
if certain extension criteria have been satisfied. In the event of liquidation,
it is likely that the per share value of the residual assets remaining available
for distribution (including Trust Fund assets) will be less than the initial
public offering price per share in the Offering due to costs related to the
Offering and since no value would be attributed to the Warrants contained in the
Units sold (Note 3).
  **3.** **Initial
Public Offering**
  On March
23, 2004, the Company sold 4,000,000 units (“Units”) in the Offering. On March
30, 2004, the Company sold an additional 515,975 Units pursuant to the
underwriters’ over-allotment option. Each Unit consists of one share of the
Company’s common stock, $0.0001 par value, and two redeemable common stock
purchase warrants (“Warrants”). Each Warrant will entitle the holder to purchase
from the Company one share of common stock at an exercise price of $5.00
commencing the later of the completion of a Business Combination with a target
business or one year from the effective date of the Offering and expiring five
years from the date of the prospectus. The Warrants will be redeemable at a
price of $0.01 per Warrant upon 30 days’ notice after the Warrants become
exercisable, only in the event that the last sale price of the common stock is
at least $8.50 per share for any 20 trading days within a 30 trading day period
ending on the third day prior to the date on which notice of redemption is
given. In connection with the Offering, the Company issued, for $100, an option
to the representative of the underwriters to purchase 400,000 Units at an
exercise price of $9.90 per Unit. In addition, the warrants underlying such
Units are exercisable at $6.95 per share.
  **4.** **Preferred
Stock**
  The
Company is authorized to issue 1,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.
  6
 **5.** **Common
Stock**
  On
January 7, 2004, the Company’s Board of Directors authorized a two for one
forward stock split of its common stock. All references in the accompanying
financial statements to the numbers of shares have been retroactively restated
to reflect the stock split.
  As of
March 31, 2005, 10,231,950 shares of common stock were reserved for issuance
upon exercise of redeemable warrants and underwriters’ unit purchase
option.
  **6.** **Earnings
Per Share**
  Loss per
share is computed by dividing net loss by the weighted-average number of shares
of common stock outstanding during the period.
  The loss
per share calculation excludes the effect of outstanding options and warrants,
since the Company incurred a net loss during the periods and thus their effect
would have been anti-dilutive.
  **Item
2.** **Management** **’s
Discussion and Analysis or Plan of Operation.** ****
  The
following discussion should be read in conjunction with our Financial Statements
and footnotes thereto contained in this quarterly report on Form
10-QSB.
  **Forward
Looking Statements**
  The
statements discussed in this quarterly report on Form 10-QSB include forward
looking statements that involve risks and uncertainties, which are detailed from
time to time in our reports filed with the Securities and Exchange
Commission.
  **Critical
Accounting Policies**
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those
estimates.
  Management
does not believe that any recently issued, but not yet effective, accounting
standards if currently adopted would have a material effect on the accompanying
financial statements.
  **Business
Overview**
  We were
formed on August 20, 2003 to serve as a vehicle to effect a merger, capital
stock exchange, asset acquisition or other similar business combination with a
company having its primary operations in the PRC. We intend to utilize cash
derived from the proceeds of our initial public offering, our capital stock,
debt or a combination of cash, capital stock and debt, to effect a business
combination.
  **Results
of Operations**
  We had a
net loss of $44,317 for the three months ended March 31, 2005 as compared to a
net loss of $1,772 for the three months ended March 31, 2004. The increase in
net loss was the result of an increase in operating expenses in connection with,
among other things, our due diligence of a potential target business and the
associated professional fees and travel expenses related to this due diligence,
and our filing reports under the Securities Exchange Act of 1934. For the three
months ended March 31, 2005, we incurred $12,388 of travel expenses, $23,000 of
capital based taxes, $101,045 of professional fees, $1,500 of expenses pursuant
to a monthly administrative services agreement, $4,160 of transfer agent fees,
other operating costs of $180, offset by interest income on the Trust Fund
investment of $97,956, as compared to the same period in 2004 when we incurred
only $1,423 of expenses in connection with formation and operating costs and
interest expense of $349. We have incurred consulting fees of $30,000 with a
consulting firm to provide us with due diligence research on a prospective
target business for our business combination (plus an additional $6,883 of
expenses incurred by this consultants which are included in professional fees
above) pursuant to an agreement we entered into as of October 1, 2004,
terminable by either party upon 20 days prior written notice, pursuant to which
we were obligated to pay the consultant $15,000 per month. The consulting
agreement was terminated by us in March 2005.
  7
 Net loss
of $186,682 for the period from August 20, 2003 (inception) to March 31, 2005
consisted of $47,777 of travel expenses, $90,312 of capital based taxes,
$285,636 of professional fees, $6,000 of expenses pursuant to a monthly
administrative services agreement, transfer agent fees of $14,758, other
operating costs of $3,004, interest expense of $1,111, offset by interest income
on the Trust Fund investment of $261,916.
  We
consummated our initial public offering on March 23, 2004. Gross proceeds from
our initial public offering were $24,000,000. We paid a total of $1,680,000 in
underwriting discounts and commissions, and approximately $1,095,000 was paid
for costs and expenses related to the offering, including $720,000 for the
underwriters’ non-accountable expense allowance of 3% of the gross proceeds. On
March 30, 2004, the underwriters exercised their over-allotment option to sell
an additional 515,975 units. We paid a total of approximately $216,700 in
underwriting discounts and commissions, and approximately $118,000 was paid for
costs and expenses related to the offering, including approximately $93,000 for
the underwriters’ non-accountable expense allowance of 3% of the gross proceeds.
After deducting the underwriting discounts and commissions, and the offering
expenses, the total net proceeds to us from the offering were approximately
$23,986,000, of which approximately $23,161,000 was deposited into the trust
fund. As of March 31, 2005, we have $537,258 in cash available to be used by us
to provide for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses. As of March 31,
2005, there was approximately $23,488,159 held in the trust fund.
  We will
use substantially all of the net proceeds of our initial public offering to
acquire a target business, including identifying and evaluating prospective
acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination. To the extent that our
capital stock is used in whole or in part as consideration to effect a business
combination, the proceeds held in the trust fund as well as any other net
proceeds not expended will be used to finance the operations of the target
business. We believe we will have sufficient available funds outside of the
trust fund to operate through March 23, 2006, assuming that a business
combination is not consummated during that time. From our initial public
offering through March 23, 2006, we anticipate approximately $350,000 of
expenses for legal, accounting and other expenses attendant to the due diligence
investigations, structuring and negotiating of a business combination, $100,000
of expenses for the due diligence and investigation of a target business,
$90,000 of expenses in legal and accounting fees relating to our SEC reporting
obligations, $12,000 for the administrative fee payable to Sherleigh Associates
LLC ($500 per month for two years) and $273,000 for general working capital that
will be used for miscellaneous expenses and reserves, including approximately
$125,000 for director and officer liability insurance premiums. We continue to
incur expenses related to our search for target businesses with which to
complete a business combination. We do not believe we will need to raise
additional funds, other than those funds we raised in our initial public
offering, in order to meet the expenditures required for operating our business.
However, we may need to raise additional funds through a private offering of
debt or equity securities if such funds are required to consummate a business
combination that is presented to us. We would only consummate such fund raising
simultaneously with the consummation of a business combination.
  8
 Commencing
on March 17, 2004 and ending upon the acquisition of a target business, we incur
a fee from Sherleigh Associates LLC of $500 per month for providing us with
office space and certain office and secretarial services. Jack Silver, one of
our Initial Stockholders, is the principal investor and manager of Sherleigh
Associates.
  **Off-Balance
Sheet Arrangements**
  We do not
have any off-balance sheet arrangements.
  **Item
3.** Controls
and Procedures.
  (a)
Evaluation of disclosure controls and procedures.
  Our chief
executive officer and principal financial officer has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this
report. Based on this evaluation, such officer has concluded that, as of March
31, 2005, our disclosure controls and procedures are effective in alerting him
on a timely basis to material information relating to us required to be included
in our periodic filings under the Securities Exchange Act of 1934.
  (b)
Changes in internal control over financial reporting.
  During
the three month period ended March 31, 2005, there were no changes in our
internal control over financial reporting that materially affected, or are
reasonably likely to affect, our internal control over financial reporting.
While we believe our internal controls are adequate and that there are no
material weaknesses, it should be noted that our disclosure controls and
procedures and our internal controls will not necessarily prevent all error or
fraud, and can thus not provide absolute assurance that all control issues or
fraud can be detected.
  **PART
II -** **OTHER
INFORMATION** ****
  **Item
1.** Legal
Proceedings.
  We are
not currently a party to any pending material legal proceeding.
  **Item
2.** **Unregistered
Sales of Equity** **Securities
and Use of Proceeds.** ****
  On March
23, 2004, we consummated our initial public offering of 4,000,000 Units, with
each unit consisting of one share of our common stock and two warrants, each to
purchase one share of our common stock at an exercise price of $5.00 per share.
The managing underwriter in the offering was Broadband Capital Management LLC.
The securities sold in the offering were registered under the Securities Act of
1933 on a registration statement on Form S-1 (No. 333-110906). The Securities
and Exchange Commission declared the registration statement effective on March
17, 2004.
  We paid a
total of $1,680,000 in underwriting discounts and commissions, and approximately
$1,095,000 has been or will be paid for costs and expenses related to the
offering, including $720,000 for the underwriters’ non-accountable expense
allowance of 3% of the gross proceeds.
  9
 On March
30, 2004, the underwriters exercised their over-allotment option to sell an
additional 515,975 units. We paid a total of approximately $216,000 in
underwriting discounts and commissions, and approximately $118,000 has been paid
for costs and expenses related to the offering, including approximately $93,000
for the underwriters’ non-accountable expense allowance of 3% of the gross
proceeds.
  After
deducting the underwriting discounts and commissions and the offering expenses,
the total net proceeds to us from the offering were approximately $23,986,000,
of which approximately $23,161,000 was deposited into a trust fund and the
remaining proceeds are available to be used to provide for business, legal and
accounting due diligence on prospective business combinations and continuing
general and administrative expenses. Through March 31, 2005, we have used
approximately $83,000 of cash for operating activities and approximately
$229,000 of costs in connection with a proposed business
combination.
  **Item
3.** **Defaults
Upon Senior Securities.** ****
  Not
applicable.
  **Item
4.** **Submission
of Matters To a Vote of Security Holders.** ****
  Not
applicable.
  **Item
5.** **Other
Information.** ****
  None.
  **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.
  10
  **SIGNATURES**
  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  GREAT
      WALL ACQUISITION CORPORATION(Registrant)Date: May 16, 2005
    By:
    /s/ Kin Shing LiKin Shing LiChairman of the Board, Chief
      Executive Officer and Secretary (Principal Executive Officer and Principal
      Financial and Accounting Officer)
  11