**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 June 30, 2006**




 ̈
            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  ̈


Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No  ̈




There
      were 5,515,975 shares of the Company’s common stock, par value $0.0001 per
      share, outstanding as of August 14, 2005.




Transitional
      Small Business Disclosure Format (Check one): Yes  ̈ No x















**Page**PART
                I -
            FINANCIAL
                INFORMATION
            2Item
                1.
            Financial
                Statements
            2Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation.
            11Item
                3.
            Controls
                and Procedures.
            15PART
                II -
            OTHER
                INFORMATION
            15Item
                1.
            Legal
                Proceedings.
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds.
            15Item
                3.
            Defaults
                Upon Senior Securities.
            16Item
                4.
            Submission
                of Matters To a Vote of Security Holders.
            16Item
                5.
            Other
                Information.
            16Item
                6.
            Exhibits.
            16





i




**PART
      I -** **FINANCIAL
      INFORMATION**




**Item
      1.**  **Financial
      Statements**





**GREAT
      WALL ACQUISITION CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      BALANCE SHEET****S**





June
                30,
              2006
            
            December
                31, 2005(Unaudited)
            
            (Restated)**ASSETS**Current
                assets:Cash
            
            $
            15,530
            
            $
            130,059Money
                market funds
            
            
            624
            
            
            348Investment
                in Treasury Bills - held in trust
            
            
            24,550,227
            
            
            24,040,374Prepaid
                expenses
            
            
            2,470
            
            
            720Total
                current asset
            
            
            24,568,851
            
            
            24,171,501Deferred
                tax assets
            
            
            267,991
            
            
            126,978Total
                assets
            
            $
            24,836,842
            
            $
            24,298,479**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilities:Accrued
                expenses
            
            $
            492,915
            
            $
            431,700Due
                to ChinaCast
            
            
            —
            
            
            507,000Notes
                payable, stockholder
            
            
            250,000
            
            
            —Income
                taxes payable
            
            
            402,191
            
            
            229,421Deferred
                interest
            
            
            275,979
            
            
            175,733Total
                current liabilities
            
            
            1,421,085
            
            
            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
            
            
            20,383,593
            
            
            19,681,508Deficit
                accumulated during development stage
            
            
            (1,598,275
            )
            
            (1,357,322
            )Total
                stockholders’ equity
            
            
            18,785,870
            
            
            18,324,738Total
                liabilities and stockholders’ equity
            
            $
            24,836,842
            
            $
            24,298,479




The
      accompanying notes should be read in conjunction with the financial
      statements.




2




**GREAT
      WALL ACQUISITION CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      STATEMENTS OF OPERATIONS**(Unaudited)






Period
                from
              August
                20, 2003
              (inception)
                to
              June
                30, 2006
            
            Three
                Months Ended June 30,
            
            Six
                Months Ended June 30,(cumulative)
            
            2006
            
            2005
            
            2006
            
            2005Operating
                expenses:Travel
            
            $
            111,900
            
            $
            17,235
            
            $
            5,878
            
            $
            25,728
            
            $
            18,266Capital
                based taxes
            
            
            152,641
            
            
            6,000
            
            
            27,569
            
            
            12,000
            
            
            50,569Professional
                fees
            
            
            2,262,871
            
            
            347,791
            
            
            158,907
            
            
            505,489
            
            
            259,952Rent
            
            
            13,500
            
            
            1,500
            
            
            1,500
            
            
            3,000
            
            
            3,000Transfer
                agent fees
            
            
            41,035
            
            
            6,504
            
            
            1,913
            
            
            15,751
            
            
            6,073Other
                operating costs
            
            
            4,746
            
            
            646
            
            
            370
            
            
            892
            
            
            550Loss
                from operations
            
            
            (2,586,693
            )
            
            (379,676
            )
            
            (196,137
            )
            
            (562,860
            )
            
            (338,410
            )Interest
                income
            
            
            1,114,357
            
            
            219,469
            
            
            120,210
            
            
            410,133
            
            
            218,166Interest
                expense
            
            
            (4,848
            )
            
            (3,474
            )
            
            —
            
            
            (3,737
            )
            
            —Loss
                before provision forincome
                taxes
            
            
            (1,477,184
            )
            
            (163,681
            )
            
            (75,927
            )
            
            (156,464
            )
            
            (120,244
            )Provision
                for income taxes
            
            
            121,091
            
            
            9,489
            
            
            —
            
            
            84,489
            
            
            —Net
                loss
            
            $
            (1,598,275
            )
            $
            (173,170
            )
            $
            (75,927
            )
            $
            (240,953
            )
            $
            (120,244
            )Net
                loss per common share
              -
                basic and diluted
            
            
            
            
            $
            (0.03
            )
            $
            (0.01
            )
            $
            (0.04
            )
            $
            (0.02
            )Weighted
                average number of
              common
                shares outstanding
              -
                basic and diluted
            
            
            
            
            
            5,515,975
            
            
            5,515,975
            
            
            5,515,975
            
            
            5,515,975










The
      accompanying notes should be read in conjunction with the financial
      statements.


3


**GREAT
      WALL ACQUISITION CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      STATEMENTS OF STOCKHOLDERS’ EQUITY**





Common
                Stock
            
            Additional
                Paid-In Capital
            
            Deficit
                accumulated during development stage
            
            Total
                Stockholders’ 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 (Restated)
            
            
            5,515,975
            
            $
            552
            
            $
            19,681,508
            
            $
            (1,357,322
            )
            $
            18,324,738Unaudited:
              Additional
                capital contributed through payment of expenseand
                settlement of amount due to ChinaCast
            
            
            —
            
            
            —
            
            
            702,085
            
            
            —
            
            
            702,085Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            (240,953
            )
            
            (240,953
            )Balance,
                June 30, 2006
            
            
            5,515,975
            
            $
            552
            
            $
            20,383,593
            
            $
            (1,598,275
            )
            $
            18,785,870







The
      accompanying notes should be read in conjunction with the financial
      statements.






4


**GREAT
      WALL ACQUISITION CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      STATEMENTS OF CASH FLOWS******(Unaudited)




Period
                from
              August
                20, 2003
              (inception)
                to
              June
                30, 2006
            
            Six
                Months Ended June 30,(cumulative)
            
            2006
            
            2005**CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (1,598,275
            )
            $
            (240,953
            )
            $
            (120,244
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Non-cash
                professional fee expense
            
            
            1,003,085
            
            
            195,085
            
            
            —Deferred
                taxes
            
            
            (267,991
            )
            
            (141,013
            )
            
            —Interest
                on Treasury Bills
            
            
            (1,380,587
            )
            
            (501,483
            )
            
            (272,654
            )Changes
                in operating assets and liabilities:(Increase)
                decrease in -Prepaid
                expenses
            
            
            (2,470
            )
            
            (1,750
            )
            
            (1,007
            )Increase
                (decrease) in -Accrued
                expenses
            
            
            492,915
            
            
            61,215
            
            
            20,282Income
                tax payable
            
            
            402,191
            
            
            172,770
            
            
            (24,231
            )Deferred
                interest
            
            
            275,979
            
            
            100,246
            
            
            54,503Net
                cash used in operating activities
            
            
            (1,075,153
            )
            
            (355,883
            )
            
            (343,351
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Increase
                in money market funds
            
            
            (624
            )
            
            (276
            )
            
            221Purchase
                of Treasury Bills
            
            
            (317,973,640
            )
            
            (67,788,370
            )
            
            (145,962,986
            )Maturity
                of Treasury Bills
            
            
            294,804,000
            
            
            67,780,000
            
            
            145,963,000Net
                cash provided by (used in) investing activities
            
            
            (23,170,264
            )
            
            (8,646
            )
            
            235**CASH
                FLOWS FROM FINANCING ACTIVITIES**Gross
                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
            
            
            285,000
            
            
            250,000
            
            
            —Repayment
                of note payable, stockholders
            
            
            (35,000
            )
            
            —
            
            
            —Net
                cash provided by financing activities
            
            
            24,260,947
            
            
            250,000
            
            
            —**CASH**Net
                increase (decrease)
            
            
            15,530
            
            
            (114,529
            )
            
            (343,116
            )Balance
                at beginning of period
            
            
            —
            
            
            130,059
            
            
            688,542Balance
                at end of period
            
            $
            15,530
            
            $
            15,530
            
            $
            345,426**SUPPLEMENTAL
              SCHEDULE OF NON-CASH INVESTING AND FINANCIAL ACTIVITY:**Settlement
              by stockholder of amounts due to ChinaCast
            
            $
            1,003,085
            
            $
            702,085
            
            $
            —




The
      accompanying notes should be read in conjunction with the financial
      statements.





5


**Great
      Wall Acquisition Corporation**


**(a
      corporation in the development stage)**





Notes
      to
      Financial Statements (Unaudited)


Three
      months and six months ended June 30, 2006





**1.**  **Basis
      of Presentation**




The
      financial statements of Great Wall Acquisition Corporation (the “Company”) at
      June 30, 2006, for the three months and six months ended June 30, 2006 and
      2005,
      and for the period from August 20, 2003 (inception) to June 30, 2006
      (cumulative), 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 the Company as of June 30, 2006 and the results
      of its operations for the three months and six months ended June 30, 2006,
      and
      for the period from August 20, 2003 (inception) to June 30, 2006 (cumulative),
      and its cash flows for the six months ended June 30, 2006 and 2005, and for
      the
      period from August 20, 2003 (inception) to June 30, 2006 (cumulative). Operating
      results for the interim periods presented are not necessarily indicative of
      the
      results to be expected for a full fiscal 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 restated financial statements that
      were included in the Company’s Annual Report on Form 10-KSB/A for the year ended
      December 31, 2005, as filed with the U.S. Securities and Exchange Commission.
      The December 31, 2005 financial statements are derived from the audited
      financial statements.





**2.**  **Organization
      and Business Operations**




The
      Company was incorporated in 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.







All
      activity from August 20, 2003 (inception) through June 30, 2006 relates to
      the
      Company’s formation, initial public offering and operations as described below.
      The Company has selected December 31 as its fiscal year-end.





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 on that date, the
      underwriters exercised their over-allotment option and the Company received
      net
      proceeds of approximately $23,986,000 (See 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 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
      (i) the 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 at its market value of approximately $24,550,227 at June 30, 2006.
      The
      excess of market value over cost, exclusive of the deferred interest described
      below, is included in interest income in the accompanying Statement 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.


6
 **Great
          Wall Acquisition Corporation**
 **(a
          corporation in the development stage)**
 
 Notes
          to
          Financial Statements (Unaudited)
 Three
          months and six months ended June 30, 2006








The
      Company, after signing a definitive agreement for the acquisition of a target
      business, will submit such transaction for stockholder approval. If stockholders
      (“Public Stockholders”) owning 20% or more of stock issued in the Initial Public
      Offering, vote against the Business Combination and exercise their conversion
      rights described below, the Business Combination will not be consummated. With
      respect to a Business Combination that is approved and consummated, any Public
      Stockholder who voted against the Business Combination may demand that the
      Company redeem his shares. Accordingly, a portion of the net proceeds from
      the
      Initial Public Offering (19.99% of the amount originally held in the Trust
      Fund)
      has been classified as common stock subject to possible redemption and 19.99%
      of
      the related interest earned on the Treasury Bills has been recorded as deferred
      interest in the accompanying June 30, 2006 balance sheet.





With
      respect to the Business Combination, all of the Company’s stockholders prior to
      the Initial Public 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 Public Stockholders
      holding a majority of the shares sold in the Initial Public Offering. After
      consummation of the Business Combination, all of these voting safeguards
      terminate.





The
      Company’s Amended and Restated Certificate of Incorporation provided for
      mandatory liquidation of the Company, without stockholder approval, if the
      Company did not consummate a Business Combination by September 23, 2005 (18
      months from the date of the consummation of the Initial Public Offering), or
      by
      March 23, 2006 (24 months from the consummation of the Initial Public Offering)
      if certain extension criteria were satisfied. On September 13, 2005, the Company
      satisfied the criteria for the six month extension by entering into Letters
      of
      Undertaking with shareholders of ChinaCast Communication Holdings Limited
      (“ChinaCast”) who hold in the aggregate 51.2% of ChinaCast’s issued and
      outstanding ordinary shares (the “Majority Shareholders”), pursuant to which the
      Majority Shareholders agreed to accept a pre-conditional voluntary tender offer
      (the “Offer”) made by the Company (See Note 6).





On
      March
      21, 2006, after approval thereof at its special meeting of stockholders held
      that day, the Company filed with the Secretary of State of the State of Delaware
      a certificate of amendment to its certificate of incorporation, the effect
      of
      which was to (i) eliminate the provision of its certificate of incorporation
      that purported to prohibit amending its “business combination” provisions; (ii)
      extend the date before which the registrant must complete a business
      combination, to avoid being required to liquidate, from March 23, 2006 to
      December 31, 2006; and (iii) allow holders of up to 20% of the shares issued
      in
      the registrant’s initial public offering (“Public Shares”) who vote against the
      proposals considered at the meeting and elect conversion to convert their Public
      Shares into cash held in the registrant’s IPO trust account. There is no
      assurance that the Company will be able to successfully effect a Business
      Combination during this period. This factor raises substantial doubt about
      the
      Company’s ability to continue as a going concern. The accompanying financial
      statements are prepared assuming the Company will continue as a going concern.
      The financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.


7
 **Great
          Wall Acquisition Corporation**
 **(a
          corporation in the development stage)**
 
 Notes
          to
          Financial Statements (Unaudited)
 Three
          months and six months ended June 30, 2006








In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 123 (revised 2004) ("SFAS 123(R)"), "Share
      Based Payment". SFAS 123(R) requires all share-based payments to employees,
      including grants of employee stock options, to be recognized in the financials
      statements based on their fair values. The Company was required to adopt SFAS
      123(R) effective January 1, 2006. The Company has no stock option plan and
      accordingly, the adoption of SFAS 123(R) did not have a significant impact
      on
      the Company's financial condition or results of operations.





In
      July
      2006, the Financial Accounting Standards Board ("FASB") issued FASB
      Interpretation No.48, "Accounting for Uncertainty in Income Taxes", an
      interpretation of FASB Statement No.109 ("FIN 48"), which provides criteria
      for
      the recognition, measurement, presentation and disclosure of uncertain tax
      positions. A tax benefit from an uncertain position may be recognized only
      if it
      is "more likely than not" that the position is sustainable based on its
      technical merits. The provisions of FIN 48 are effective for fiscal years
      beginning after December 15, 2006. We do not expect FIN 48 will have a material
      effect on our financial condition or results of operations.





Management
      does not believe that any other recently issued, but not yet effective,
      accounting standards if currently adopted would have a material effect on the
      accompanying financial statements.





**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 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. The warrants underlying such Units are
      exercisable at $6.95 per share.





If
      the
      proposed ChinaCast Offer is not consummated by December 31, 2006, the Company
      will be forced to liquidate. There is no assurance that the Company will be
      able
      to successfully effect the Offer during this period. 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 price per share in the Initial Public Offering due to costs related
      to
      the Initial Public Offering and Company operations and since no value would
      be
      realized on the Warrants.





**4.**  **Commitment**





The
      Company presently occupies office space provided by an affiliate of an Initial
      Stockholder. Such affiliate has agreed that, until the acquisition of a target
      business by the Company, it will make such office space, as well as certain
      office and secretarial services, available to the Company, as may be required
      by
      the Company from time to time. The Company has agreed to pay such affiliate
      $500
      per month for such services commencing on the effective date of the Offering.
      The statements of operations for the three and six months ended June 30, 2006
      includes $1,500 and $3,000 respectively, related to this
      agreement.


8
 **Great
          Wall Acquisition Corporation**
 **(a
          corporation in the development stage)**
 
 Notes
          to
          Financial Statements (Unaudited)
 Three
          months and six months ended June 30, 2006








The
      Company entered a consulting agreement as of April 1, 2005 with a third party
      to
      assist it with a finding a target business and consummating a Business
      Combination. The initial term of the consulting agreement was October 1, 2005,
      which was extended to September 30, 2006 by mutual agreement of both parties.
      This consulting agreement may be terminated by one party in connection with
      a
      material violation of the agreement by the other party, or by either party
      for
      any reason upon 30 days prior written notice. Under this consulting agreement,
      the consultant is entitled to fees of $10,000 per month before December 1,
      2005
      and $5,000 per month after December 1, 2005 and reasonable travel and
      out-of-pocket expenses. During the three and six months ended June 30, 2006,
      the
      Company paid this consultant $15,000 and $30,000 respectively in fees, which
      are
      included in professional fees for these periods.





Since
      the
      extension of the period during which the Company could consummate a business
      acquisition, as described in Note 2, was not contemplated in the Offering,
      stockholders may have securities law claims against the Company for rescission
      (under which a successful claimant has the right to receive the total amount
      paid for his or her shares pursuant to an allegedly deficient prospectus, plus
      interest and less any income earned on the shares, in exchange for surrender
      of
      the shares) or damages (compensation for loss on an investment caused by alleged
      material misrepresentations or omissions in the sale of the security). Such
      claims may entitle stockholders asserting them to more than the pro rata shares
      of the Trust Account to which they are entitled on conversion or
      liquidation. Holders of such claims, who may include all stockholders who own
      shares issued in the Company’s Offering, might seek to have the claims satisfied
      from funds in the Trust Account. The Company has not recorded a liability
      for such possible rescission as it cannot predict whether stockholders will
      bring such claims, how many might bring them or the extent to which they might
      be successful.




**5.
        Notes Payable to Stockholder**
  During
        2006, the Company has obtained three loans aggregating $250,000 from a
        stockholder. These loans bear simple interest at the rate of 8% per annum,
        payable December 31, 2006, are prepayable in whole or in part at any time,
        and
        are subject to acceleration upon the occurrence of certain bankruptcy-related
        and default events.





**6.**  **Tender
      Offer for Proposed Business Combination**





On
      September 13, 2005, the Company entered Letters of Undertaking with the
      ChinaCast Majority Shareholders. On July 13, 2006, the letters of undertaking
      previously executed lapsed in accordance with Singapore law and Great Wall
      has
      obtained new letters of undertaking from shareholders of ChinaCast holding
      in
      the aggregate 50.85% of its outstanding shares. These new undertakings were
      the
      same as those previously executed in all material respects. Pursuant to the
      terms of the Tender Offer, each shareholder of ChinaCast will have the
      option to receive for the tender of such shareholder’s ChinaCast ordinary shares
      (the “ChinaCast Shares”) (i) one share of the Company’s common stock for every
      21.29 shares of ChinaCast Shares tendered (the “Stock Offer”), or (ii) a cash
      payment of 0.28 Singapore dollars (US$0.167, based on the exchange rate of
      1.6810 on September 13, 2005) for each of the ChinaCast Shares tendered. The
      Majority Shareholders irrevocably and unconditionally agreed to accept the
      Stock
      Offer. If the Offer is consummated, ChinaCast and its subsidiaries will become
      subsidiaries of the Company. The Offer and the related transactions require
      approval by the holders of a majority of the shares sold in the Initial Public
      Offering (See Note 3). The Company will amend its charter in connection with
      the
      Tender Offer to increase the number of authorized shares of common stock to
      100,000,000 to accommodate the Stock Offer.


9
 **Great
          Wall Acquisition Corporation**
 **(a
          corporation in the development stage)**
 
 Notes
          to
          Financial Statements (Unaudited)
 Three
          months and six months ended June 30, 2006








In
      connection with the Tender Offer, a stockholder of the Company has agreed
      to reimburse ChinaCast for certain professional fees paid by ChinaCast relating
      to the Tender Offer. This stockholder reimbursed ChinaCast for
      approximately $301,000 during 2005. This amount, as well as an additional amount
      of approximately $507,000 which was due to ChinaCast (as reimbursement for
      further expenses that had not been reimbursed by the stockholder prior to
      December 31, 2005), was recorded as professional fees by the Company during
      2005. The Company recorded additional professional fee expense of approximately
      $195,000 during the second quarter of 2006. Approximately $385,000 and $317,000
      were reimbursed by the stockholder during the first quarter and second quarter
      of 2006, respectively. All reimbursements of ChinaCast by the stockholder were
      recorded as additional capital contributions by this stockholder.





The
      December 31, 2005 financial statements were restated to expense these
      professional fees. The changes to the December 31, 2005 financial statements
      were as follows:




*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
              
              $
              18,324,738




ChinaCast
      was incorporated under the laws of Bermuda on November 20, 2003 as an exempted
      company with limited liability, and as the holding company for a public
      flotation in Singapore of ChinaCast’s business. ChinaCast’s principal
      subsidiary, ChinaCast Technology (BVI) Limited (“ChinaCast Technology”), was
      founded in 1999 to provide ChinaCast Co., a company founded by ChinaCast’s
      Executive Director, with funding for its satellite broadband Internet services.
      ChinaCast is one of the leading providers of e-learning services to address
      the
      needs of K-12 schools, universities, government agencies and corporate
      enterprises in the People’s Republic of China and has been listed on the Main
      Board of the Singapore Exchange Securities Trading Limited since May 2004.
      ChinaCast is headquartered in Beijing with offices in Shanghai, Hong Kong and
      Singapore, and currently employs more than 160 employees throughout these
      locations.







10




**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**




*Investments
      Held in Trust.* Investments
      held in trust are invested in United States government securities (Treasury
      Bills) with a maturity of 180 days or less which are accounted for as a
      trading security and recorded at market value which approximates amortized
      cost.
      The excess of market value over cost, exclusive of the deferred interest
      described below, is included in interest income in the accompanying Statement
      of
      Operations.




*Deferred
      Interest.* The
      Company, after signing a definitive agreement for the acquisition of a target
      business, will submit such transaction for stockholder approval. If stockholders
      (“Public Stockholders”) owning 20% or more of stock issued in the Initial Public
      Offering, vote against the Business Combination and exercise their conversion
      rights, the Business Combination will not be consummated. With respect to a
      Business Combination that is approved and consummated, any Public Stockholder
      who voted against the Business Combination may demand that the Company redeem
      his shares. Accordingly, a portion of the net proceeds from the Initial Public
      Offering (19.99% of the amount originally held in the Trust Fund) has been
      classified as common stock subject to possible redemption and 19.99% of the
      related interest earned on the Treasury Bills is recorded as deferred
      interest.


*Income
      Taxes.* We
      account for income taxes using the asset and liability method as prescribed
      by
      Statement of Financial Accounting Standards No. 109, “Accounting for Income
      Taxes”. Under the asset and liability method, deferred tax assets and
      liabilities are recognized for the future tax consequences attributable to
      differences between the financial statement carrying amounts of existing assets
      and liabilities and their respective tax bases, and operating loss and tax
      credit carryforwards. Deferred tax assets and liabilities are measured using
      enacted tax rates expected to apply to taxable income in the years in which
      those temporary differences are expected to be recovered or settled. The effect
      on deferred tax assets and liabilities of a change in tax rates is recognized
      in
      income in the period that includes the enactment date. Statutory taxes not
      based
      on income are included in operating expenses.




*Use
      of Estimates.* 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.




*Other* 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.


11









As
      previously announced, on September 13, 2005, Great Wall announced that
      holders of a majority of the outstanding ordinary shares of ChinaCast
      Communication Holdings Limited (the “ChinaCast Majority”) have irrevocably
      agreed to accept a pre-conditional voluntary tender offer to be made by Great
      Wall, under which each ChinaCast shareholder will have the option to receive
      Great Wall common stock or cash for the tender of his or her shares. ChinaCast
      is one of the leading providers of e-learning services to K-12 schools,
      universities, government agencies and corporate enterprises in the People’s
      Republic of China and has been listed on the Main Board of the Singapore
      Exchange Securities Trading Limited since May 2004. Additional information
      concerning ChinaCast and the proposed acquisition is contained in our Current
      Report on Form 8-K, filed with the U.S. Securities and Exchange Commission
      on
      September 14, 2005, our definitive proxy statement, dated March 8, 2006, and
      our
      registration statement on Form S-4 No. 333-134098, filed with the SEC on May
      12,
      2006 and amended August 14, 2006. This registration statement has not been
      declared effective by the SEC and is subject to further amendment. All these
      materials are available on the SEC’s website at www.sec.gov .




On
      September 13, 2005, Great Wall entered Letters of Undertaking with shareholders
      of ChinaCast holding in the aggregate 51.15% of the outstanding ChinaCast
      shares, in which they agree to tender into Great Wall’s Offer and elect the
      Stock Offer. On July 13, 2006, the letters of undertaking previously executed
      lapsed in accordance with Singapore law and Great Wall has obtained new letters
      of undertaking from shareholders of ChinaCast holding in the aggregate 50.85%
      of
      its outstanding shares. These new undertakings were the same as those previously
      executed in all material respects. Pursuant to their respective Letters of
      Undertaking, the ChinaCast Majority irrevocably and unconditionally also agreed,
      among other things:




•
            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.







12




Upon
      purchase of at least a majority of ChinaCast shares, ChinaCast and its
      subsidiaries will become subsidiaries of Great Wall, which in turn will be
      at
      least 65.7% owned by former ChinaCast shareholders (assuming no Public
      Shareholders exercise conversion rights with respect to the acquisition).
      Assuming that all current ChinaCast shareholders (including the ChinaCast
      Majority) elect the Stock Offer for all of their ChinaCast shares, an aggregate
      of approximately 20,752,301 shares of additional Great Wall common stock
      will be issued, representing approximately 79% of the Great Wall common stock
      that would be outstanding after giving effect to such issuance (and assuming
      no
      Public Shareholders exercise conversion rights with respect to the acquisition).
      Great Wall is proposing to increase its authorized common shares in connection
      with consummation of the ChinaCast acquisition to accommodate such ChinaCast
      shareholders. If
      Public
      Shareholders elect conversion, the percentage ownership of the combined company
      by former ChinaCast stockholders will increase to between a minimum of 69.6%
      and
      a maximum of 81.8%. In connection with and subject to completion of the
      transaction, Great Wall will also increase its authorized capital
      stock.




**Results
      of Operations**




We
      had a
      net loss of $173,170 for the three months ended June 30, 2006 as compared to
      a
      net loss of $75,927 for the three months ended June 30, 2005. The increase
      in
      our net loss was the result of an increase in professional fees of
      $188,884 for the three months ended June 30, 2006 as compared to the three
      months ended June 30, 2005. For the three months ended June 30, 2006, we
      incurred $17,235 of travel expenses, $347,791 of professional fees, $6,000
      of
      capital based taxes, $1,500 of expenses pursuant to a monthly administrative
      services agreement, $6,504 of transfer agent fees, $3,474 of interest expense
      and $9,489 of income tax provision, and other operating costs of $646, offset
      by
      interest income on our IPO trust fund investment of $219,469. We have incurred
      consulting fees of $15,000 for a third party to assist us finding a prospective
      target business for our business combination (included in professional fees
      above) pursuant to an agreement we entered into as of April 1, 2005, which
      may
      be terminated by one party in connection with a material violation of the
      agreement by the other party, or by either party for any reason upon 30 days
      prior written notice. Under this consulting agreement, the consultant is
      entitled to fees of $10,000 per month before December 1, 2005 and $5,000 per
      month after December 1, 2005 and reasonable travel and out-of-pocket
      expenses.




For
      the
      three months ended June 30, 2005, we incurred $5,878 of travel expenses, $27,569
      of capital based taxes, $158,907 of professional fees, $1,500 of expenses
      pursuant to a monthly administrative services agreement, $1,913 of transfer
      agent fees and other operating costs of $370, offset by interest income on
      the
      Trust Fund investment of $120,210.




We
      had a
      net loss of $240,953 for the six months ended June 30, 2006 as compared to
      a net
      loss of $120,244 for the six months ended June 30, 2005. The increase in net
      loss was primarily the result of an increase in professional fees of
      $245,537 for the six months ended June 30, 2006 as compared to the six
      months ended June 30, 2005 and an increase in income tax provision of
      $84,489 during the six months ended June 30, 2006 as compared to the same
      period in 2005. For the six months ended June 30, 2006, we incurred $25,728
      of
      travel expenses, $505,489 of professional fees, $12,000 of capital based taxes,
      $3,000 of expenses pursuant to a monthly administrative services agreement,
      $15,751 of transfer agent fees, $3,737 of interest expense and $84,489 of income
      tax provision and other operating costs of $892, offset by interest income
      on
      our IPO trust fund investment of $410,133.




For
      the
      six months ended June 30, 2005, we incurred $18,266 of travel expenses, $50,569
      of capital based taxes, $259,952 of professional fees, $3,000 of expenses
      pursuant to a monthly administrative services agreement, $6,073 of transfer
      agent fees and other operating costs of $550, offset by interest income on
      the
      Trust Fund investment of $218,166.




Net
      loss
      of $1,598,275 for the period from August 20, 2003 (inception) to June 30, 2006
      consisted of $111,900 of travel expenses, $152,641 of capital based taxes,
      $2,262,871 of professional fees, $13,500 of expenses pursuant to a monthly
      administrative services agreement, transfer agent fees of $41,035, other
      operating costs of $4,746, $121,091 of income tax provision and interest expense
      of $4,848, offset by interest income on the Trust Fund investment of
      $1,114,357.


13






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 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 for additional gross proceeds of $3,095,850. We paid
      a
      total of approximately $216,700 in underwriting discounts and commissions,
      and
      approximately $118,000 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. The remaining proceeds are available to be used
      by it to provide for business, legal and accounting due diligence on prospective
      acquisitions and continuing general and administrative expenses. As of June
      30,
      2006, there was $24,550,227 held in the IPO trust account.




Great
      Wall has used the net proceeds of its IPO to seek 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 its capital stock is used in whole
      or
      in part as consideration to effect a business combination, the proceeds held
      in
      the IPO trust account as well as any other net proceeds not expended will be
      used to finance the operations of the target business. As of June 30, 2006,
      Great Wall had $15,530 in cash available to be used by us to provide for
      business, legal and accounting due diligence on the proposed ChinaCast
      acquisition. We anticipate that the costs required to consummate the proposed
      ChinaCast acquisition will greatly exceed our available cash, and that we will
      not be able to do so without receiving additional funds and/or reaching
      agreements with our professional service providers to defer their fees and
      expenses (in addition to those fees and expenses that are included in accrued
      expenses). We expect these expenses would ultimately be borne by the combined
      company if the proposed ChinaCast acquisition is completed. If it is not, they
      would be subject to the indemnification obligations of Messrs. Kin Shing Li
      and
      Justin Tang, two of the Company’s pre-IPO stockholders, to the Company. If these
      obligations are not performed or are inadequate, it is possible that vendors
      or
      service providers could seek to recover these expenses from the IPO trust
      account, which could ultimately deplete the IPO trust account and reduce a
      stockholder’s current pro rata portion of the IPO trust account upon
      liquidation.




During
      2006 to date, the registrant has obtained three loans aggregating US$250,000.00
      from Mr. Tang for the purpose of funding obligations incurred by the registrant
      in connection with amending its certificate of incorporation and completing
      the
      proposed ChinaCast acquisition. These loans bear simple interest at the rate
      of
      8% per annum, payable December 31, 2006, are prepayable in whole or in part
      at
      any time, and are subject to acceleration upon the occurrence of certain
      bankruptcy-related and default events set forth in the promissory note
      evidencing the loan, the form of which has been filed with the SEC as Exhibit
      10.1 to the Company’s March 8, 2006 Current Report on Form 8-K.




Commencing
      on March 17, 2004 and ending upon the acquisition of a target business, Great
      Wall incurs a fee from Sherleigh Associates LLC of $500 per month for providing
      it with office space and certain office and secretarial services. Jack Silver,
      one of Great Wall’s pre-IPO stockholders, is the principal investor and manager
      of Sherleigh. In addition, in October 2003, Kin Shing Li, Great Wall’s Chairman
      of the Board and Chief Executive Officer, and Justin Tang, one of Great Wall’s
      principal stockholders, advanced an aggregate of $35,000 to Great Wall for
      payment on its behalf of offering expenses. These loans were repaid following
      Great Wall’s IPO from the proceeds of the offering.


14









On
      March
      21, 2006, after approval thereof at our special meeting of stockholders held
      that day, we filed with the Secretary of State of the State of Delaware a
      certificate of amendment to our certificate of incorporation, the effect of
      which was to (i) eliminate the provision of our certificate of incorporation
      that purported to prohibit amending its “business combination” provisions; (ii)
      extend the date before which we must complete a business combination, to avoid
      being required to liquidate, from March 23, 2006 to December 31, 2006; and
      (iii)
      allow holders of up to 20% of the shares issued in our initial public offering
      (“Public Shares”) who vote against the proposals considered at the meeting and
      election conversion to convert their Public Shares into cash held in our IPO
      trust account. There is no assurance that we will be able to successfully effect
      a business combination during this period. This factor raises substantial doubt
      about our ability to continue as a going concern.




**Off-Balance
      Sheet Arrangements**




Options
      and warrants issued in conjunction with our IPO are equity linked derivatives
      and accordingly represent off balance sheet arrangements. The options and
      warrants meet the scope exception in paragraph 11(a) of FAS 133 and are
      accordingly not accounted for as derivatives for purposes of FAS 133, but
      instead are accounted for as equity. See the notes to the December 31, 2005
      financial statements for a discussion of outstanding options and
      warrants.




**Item
      3.**  **Controls
      and Procedures.** ****




Disclosure
      controls and procedures are designed to ensure that information required to
      be
      disclosed in our reports filed or submitted under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms. Disclosure controls and procedures include, without
      limitation, controls and procedures designed to ensure that information required
      to be disclosed in our reports filed or submitted under the Exchange Act is
      accumulated and communicated to our management, including our chief executive
      officer and principal financial officer, to allow timely decisions regarding
      required disclosure. We carried out an evaluation as of June 30, 2006, under
      the
      supervision and with the participation of our management, including our chief
      executive officer and principal financial officer, of the effectiveness of
      the
      design and operation of our disclosure controls and procedures. Based upon
      and
      as of the date of this evaluation, our chief executive officer and principal
      financial officer concluded that our disclosure controls and procedures were
      effective to ensure that information required to be disclosed in the reports
      we
      file and submit under the Exchange Act is recorded, processed, summarized and
      reported as and when required.




There
      were no changes in our internal control over financial reporting or in other
      factors that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




**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.** ****




Not
      applicable.


15









**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.


16




**SIGNATURES**




In
      accordance with the requirements 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:
                September 7, 2006
            By:/s/ Kin Shing Li
              
              Name:
                Kin Shing Li
              Title:
                Chairman of the Board, Chief Executive Officer and Secretary (Principal
                Executive Officer and Principal Financial and Accounting
                Officer)







17