<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the quarterly period ended March 31, 2004
                                        --------------

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act

         For the transition period from _____________ 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              (I.R.S. Employer
           Incorporation or Organization)            Identification No.)



            660 Madison Avenue, 15th Floor, New York, New York 10021
            --------------------------------------------------------
                     (Address of Principal Executive Office)


                                 (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 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 [_] No [X]

         As of May 14, 2004, 5,515,975 shares of common stock, par value $.0001
per share, were issued and outstanding.

         Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]



<PAGE>




<TABLE>
<CAPTION>

                                                                                                             Page
                                                                                                             ----
Part I:  Financial Information:
<S>                                                                                                            <C>
       Item 1 - Financial Statements (Unaudited):

         Balance Sheets                                                                                        3

         Statements of Operations                                                                              4

         Statements of Stockholders' Equity                                                                    5

         Statements of Cash Flows                                                                              6

         Notes to Financial Statements                                                                         7

       Item 2 - Management's Discussion and Analysis or Plan of Operation                                     10

       Item 3 - Controls and Procedures                                                                       11

Part II.  Other Information

       Item 2 - Changes in Securities and Small Business Issuer Purchases of
              Equity Securities                                                                               12

       Item 6 - Exhibits and Reports on Form 8-K                                                              12

Signatures and Certifications                                                                                 13

</TABLE>




<PAGE>


                                              GREAT WALL ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                      BALANCE SHEETS (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>

                                                                 March 31,           December 31,
                                                                    2004                 2003
                                                                (Unaudited)
--------------------------------------------------------------------------------------------------------

<S>                                                           <C>                     <C>
ASSETS
Current assets:
     Cash                                                     $    969,440            $       18,340
     Cash held in Trust Fund (Note 1)                           23,161,265                         -
     Prepaid expenses                                               11,229                         -
                                                              ------------            --------------
          Total current assets                                  24,141,934                    18,340
Deferred registration costs                                              -                    51,362
                                                              ------------            --------------
Total assets                                                   $24,141,934            $       69,702
                                                              ============            ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accrued expenses                                         $     26,376            $       10,915
     Notes payable, stockholders (Note 3)                           35,000                    35,000
                                                              ------------            --------------
          Total current liabilities                                 61,376                    45,915
                                                              ------------            --------------

Common stock, subject to possible redemption,
     902,744 shares at redemption value (Note 1)                 4,603,994                         -
                                                              ------------            --------------

Commitment (Note 4)

Stockholders' equity (Notes 1, 2, 5 and 6)
     Preferred stock, $.0001 par value, authorized
          1,000,000 shares; none issued
     Common stock, $.0001 par value
          Authorized 20,000,000 shares
          Issued and outstanding 5,515,975 shares
               (which includes 902,744 subject to
               possible redemption) and
               1,000,000, respectively                                 552                       100
     Additional paid-in capital                                 19,478,997                    24,900
     Deficit accumulated during development stage                   (2,985)                   (1,213)
                                                              ------------            --------------
          Total stockholders' equity                            19,476,564                    23,787
                                                              ------------            --------------
Total liabilities and stockholders' equity                    $ 24,141,934            $       69,702
                                                              ============            ==============
</TABLE>

                See accompanying notes to financial statements.

                                        3
<PAGE>





                                              GREAT WALL ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                            STATEMENTS OF OPERATIONS (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>


                                                                Three months             Period from
                                                                   ended              August 20, 2003
                                                              March 31, 2004          (inception) to
                                                                                       March 31, 2004
------------------------------------------------------------------------------------------------------------


<S>                                                       <C>                     <C>
Expenses:

     Formation and operating costs                        $              1,423    $                2,306
     Interest expense                                                      349                       679
                                                          --------------------    ----------------------
Net loss for the period                                   $             (1,772)   $               (2,985)
                                                          --------------------    ----------------------

Net loss per share                                        $               (.00)
                                                          --------------------
Weighted average shares outstanding                                  1,406,994
                                                          --------------------
</TABLE>

            See accompanying notes to unaudited financial statements.



                                        4
<PAGE>



                                              GREAT WALL ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                  STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>


                                                    Common Stock       Additional    Deficit accumulated
                                                    ------------        Paid-in        during the
                                                  Shares    Amount      Capital       development stage    Total
----------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>     <C>               <C>               <C>
Balance, August 20, 2003 (inception)               ---        $ ---        $  ---       $    ---           $   ---

Sale of 1,000,000 shares of common stock to
     initial stockholders                         1,000,000     100        24,900            ---               25,000

Net loss for the period                           ----          ---          ----            (1,213)           (1,213)

----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003                        1,000,000   $ 100      $ 24,900       $    (1,213)       $   23,787

Sale of 4,515,975 units, net of underwriters'
   discount and offering expenses
   (includes 902,744 shares subject to possible
   redemption)                                    4,515,975     452    24,057,991            ---           24,058,443

Proceeds subject to possible redemption of
   902,744 shares                                  ---          ---    (4,603,994)           ---           (4,603,994)

Proceeds from issuance of option                                              100                                 100

Net loss for the period (unaudited)               ----          ---          ----            (1,772)           (1,772)

----------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2004 (unaudited)               5,515,975   $ 552   $19,478,997       $    (2,985)      $19,476,564
                                                  =========   =====   ===========       ===========       ===========
----------------------------------------------------------------------------------------------------------------------
</TABLE>


           See accompanying notes to unaudited financial statements.

                                        5
<PAGE>





                                              GREAT WALL ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                            STATEMENTS OF CASH FLOWS (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>

                                                                           Three months                August 20, 2003
                                                                                ended                   (inception) to
                                                                           March 31, 2004              March 31, 2004
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss                                                             $     (1,772)              $      (2,985)
       Increase in prepaid expenses                                              (11,229)                    (11,229)
       Increase in accrued expenses                                                  163                       1,376
                                                                             -----------                 -----------
               Net cash used in operating activities                             (12,838)                    (12,838)
                                                                             -----------                 -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Cash held in Trust Fund                                                 (23,161,265)                (23,161,265)
                                                                             -----------                 -----------
           Net cash used in investing activities                             (23,161,265)                (23,161,265)
                                                                             -----------                 -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Gross proceeds from public offering                                      27,095,850                  27,095,850
     Proceeds from issuance of option                                                100                         100
     Payment of costs of public offering                                      (2,970,747)                 (3,012,407)
     Proceeds from sale of shares of common
          stock                                                                      --                       25,000
     Proceeds from notes payable, stockholders                                       --                       35,000
                                                                             -----------                 -----------
           Net cash provided by financing activities                          24,125,203                  24,143,543
                                                                             -----------                 -----------

Net increase in cash                                                             951,100                     969,440
Cash at beginning of the period                                                   18,340                          --
                                                                             -----------                 -----------
Cash at end of the period                                                   $    969,440               $     969,440
                                                                             -----------                 -----------

Supplemental schedule of non-cash financing activity:

       Accrual of offering costs                                            $     15,298               $      25,000
                                                                             ===========                 ===========
</TABLE>

            See accompanying notes to unaudited financial statements.



                                        6
<PAGE>




                                              GREAT WALL ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
================================================================================





1.  BASIS OF PRESENTATION          The  financial  statements at March 31, 2004
                                   and for the periods ended March 31, 2004 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, 2004 and the results of its
                                   operations and its cash flow for the period
                                   from January 1, 2004 through March 31, 2004
                                   and from August 20, 2003 (inception) to
                                   March 31, 2004. Operating results for the
                                   interim period 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 period ended December 31, 2003.

2.  ORGANIZATION AND BUSINESS      The Company was incorporated in August 20,
    OPERATIONS                     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.

                                   All activity from August 20, 2003 (inception)
                                   through March 31, 2004 relates to the
                                   Company's formation and initial public
                                   offering described below.

                                   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 $21,297,000 (Note 3). On March
                                   30, 2003, the underwriters exercised their
                                   over-allotment option and the Company
                                   received 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
                                   this Offering, although substantially all of
                                   the net proceeds of this Offering are
                                   intended to be generally applied toward
                                   consummating a business combination with a
                                   operating business in the entertainment,
                                   media and communications industry ("Business
                                   Combination"). An amount of approximately
                                   $23,161,000 of the net proceeds is being held
                                   in an interest-bearing trust account ("Trust
                                   Fund")


                                        7
<PAGE>

                                              GREAT WALL ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
================================================================================

                                   until the earlier of (i) the consummation of
                                   its 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. 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, the Business
                                   Combination will not be consummated. All of
                                   the Company's stockholders prior to the
                                   Offering, including all of the officers and
                                   directors of the Company ("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.

                                   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 held in the Trust Fund) has been
                                   classified as common stock subject to
                                   possible redemption in the accompanying
                                   balance sheet.

                                   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


                                        8
<PAGE>

                                              GREAT WALL ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS
================================================================================

                                   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,
                                   $.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 $.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 this 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.  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, 2004, 10,231,950 shares of
                                   common stock were reserved for issuance upon
                                   exercise of redeemable warrants and
                                   underwriters' unit purchase option.


                                        9
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements and footnotes thereto contained in
this report.

FORWARD LOOKING STATEMENTS

         The statements discussed in this Report include forward looking
statements that involve risks and uncertainties, including the timely delivery
and acceptance of the Company's products and the other risks detailed from time
to time in the Company's reports filed with the Securities and Exchange
Commission.

         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 in the entertainment, media and communications
industry. We intend to utilize cash derived from the proceeds of our recently
completed public offering, our capital stock, debt or a combination of cash,
capital stock and debt, in effecting a business combination.

         We consummated our initial public offering on March 23, 2004. Net loss
of $1,772 for the period ended March 31, 2004 consisted of formation and
operating costs of $1,423 and interest expense of $349.

         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
$1,023,000 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 $24,060,000, of which approximately
$23,160,000 was deposited into the trust fund. The remaining proceeds are
available to be used by us to provide for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative
expenses. We will use substantially all of the net proceeds of this 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 that, upon consummation of this offering, we will have
sufficient available funds outside of the trust fund to operate for at least the
next 24 months, assuming that a business combination is not consummated during
that time. Over this time period, we anticipate approximately $175,000 of
expenses for legal, accounting and other expenses attendant to the due diligence
investigations, structuring and negotiating of a business combination, $50,000
of expenses for the due diligence and investigation of a target business,
$40,000 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 $653,000 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 do not
believe we will need to raise additional funds following this 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 a fund raising simultaneously
with the consummation of a business combination.


                                       10
<PAGE>

         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 founding stockholders, is the principal investor and
manager of Sherleigh Associates. In addition, in October 2003, Kin Shing Li, our
chairman of the board and chief executive officer, and Justin Tang, one of our
principal stockholders, advanced an aggregate of $35,000 to us for payment on
our behalf of offering expenses. These loans were repaid following our initial
public offering from the proceeds of the offering.

ITEM 3.  CONTROLS AND PROCEDURES.

         An evaluation of the effectiveness of our disclosure controls and
procedures as of March 31, 2004 was made under the supervision and with the
participation of our management, including our chief executive officer and chief
financial officer. Based on that evaluation, they concluded that our disclosure
controls and procedures are effective as of the end of the period covered by
this report to ensure that information required to be disclosed by us in reports
that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. During the most recently
completed fiscal quarter, there has been no significant change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.




                                       11
<PAGE>





                                    PART II.

                                OTHER INFORMATION

ITEM 2: CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES

         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 $1,023,000 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.

         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 or will be 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 $24,060,000, of which approximately $23,160,000 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, 2004, we had not used any of the net proceeds available to us.


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K



         (a) Exhibits:


             31.1 - Section 302 Certification by CEO

             32.1 - Section 906 Certification by CEO



         (b) Reports on Form 8-K:

             Date               Items        Financial Statements
             ----               -----        --------------------

             March 23, 2004      5, 7         Audited Financial Statements for
                                              the periods from August 20, 2003
                                              (inception) to March 23, 2004,
                                              January 1, 2004 to March 23, 2004
                                              and August 20, 2003 (inception) to
                                              December 31, 2003










                                       12
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                              GREAT WALL ACQUISITION CORPORATION

Dated:  May 14, 2004
                               /s/ Kin Shing Li
                               -------------------------------------------------
                               Kin Shing Li
                               Chairman of the Board and Chief Executive Officer