U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Amendment 2)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934   

For the quarterly period ended March 31 , 2010

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No.333-153182

 

Great Wall Builders Ltd.

(Exact name of registrant as specified in its charter)

 

 

| Texas                         | 71-1051037                            |
|-----------------------------------------|--------------------------------------------|
| (State or other jurisdiction       | (I.R.S. Employer Identification No.)  |
| of incorporation or organization)  |                                       |

 

2620 Fountainview #115B

Houston, Texas 77057

(Address of principal executive offices)

 

1-281-575-0636

(Issuer's telephone number)

 

Indicate by checkmark whether the issuer: (1) has filedall reports required to be filed by Section 13 or 15(d) of the Exchange Actduring the past 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes [X ]  No[  ]

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyinteractive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T during the preceding 12 months ( for such shorter period thatthe registrant was required to submit and post such files).  Yes[   ]  No [ x ]

 

Indicate by check mark whether the registrant is a largeaccelerated filed, an accelerated filer, a non-accelerated filer, or a smallerreporting company.

Large accelerated filer []                     Acceleratedfiler [ ]

Non-accelerated filer []                        SmallReporting company [X]

 

Indicate by checkmark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No[X]

 

Indicate the number of shares outstanding of each of theissuer's classes of common stock, as of the most practicable date: 4,800,000 asof March 31, 2010

 

Explanation Note:

The reason for filingthis Amendment No. 2 on Form 10-Q/A is to provide supplementary disclosures tothe registrant Form 10-QA filled with the US Securities and Exchange Commissionon May 3, 2011.  These supplementaldisclosures include the followings:

(a) Revised Exhibit31 and Exhibit 32 with currently dated officer certifications as exhibits in accordance withItem 601(b)(31) and Item 601(b) (32) of Regulation S-K.

(b)  Revised Exhibit 31 that providedmanagement's conclusion based on the full definition of disclosure controls andprocedures as provided in Exchange Act Rules 13a-15(e) and 15d-15(e). Page 9.

This amendment No: 2does it reflect any changes that may have occurred subsequent to the originalfiling, the other Items in the Initial Filing remain unchanged and are notrestated herein. 

 

  

 

                                                            GREAT WALL BUILDERS Ltd.

                                                                         Index 

 

|                                                                 | Page No. |
|----------------------------------------------------------------------|----------|
| PART 1. FINANCIAL INFORMATION                                   |     |
|                                                                 |     |
| Item 1. Financial Statements                                    |     |
|                                                                 |     |
| Condensed Balance Sheet                                              | 1        |
|                                                                 |     |
| Condensed Statement of Operations                                    | 2        |
|                                                                 |     |
| Condensed Statement of Cash Flows                                    | 3        |
|                                                                 |     |
| Notes to Condensed Financial Statements                              | 4-6      |
|                                                                 |     |
| Item 2. Management Discussion and Analysis of Financial  Condition   | 7        |
|                                                                 |     |
| Item 3. Quantitative and Qualitative Disclosures about  Market Risk  | 8        |
|                                                                 |     |
| Item 4. Control and Procedures                                       | 9        |
|                                                                 |     |
| PART 11. OTHER INFORMATION                                           |     |
|                                                                 |     |
| Item 1. Legal Proceedings                                            | 9        |
|                                                                 |     |
| Item 2. Unregistered Sales of Equity Securities and Use  of Proceeds | 9        |
|                                                                 |     |
| Item 3. Defaults Upon Senior Securities                              | 9        |
|                                                                 |     |
| Item 4. Submission of Matters to a Vote of Securities  Holders       | 9        |
|                                                                 |     |
| Item 5. Other Information                                            |     |
|                                                                 |     |
| Item 6. Exhibit                                                      | 9        |
|                                                                 |     |
| Item 7. Signature                                                    | 10       |

 

  

 

ITEM 1 - FINANCIAL STATEMENTS

 

GREAT WALL BUILDERS LTD.,

(Development Stage Company)

BALANCE SHEET

 

|                                                                                                             |   | March 31    |      |    | June 30    |   |
|------------------------------------------------------------------------------------------------------------------|--------|-------------|-----------|---------|------------|--------|
|                                                                                                             |   | 2010        |      |    | 2009       |   |
|                                                                                                             |   | (unaudited) |      |    | ( audited) |   |
|                                                                                                             |   |        |      |    |       |   |
| ASSETS                                                                                                           |   |        |      |    |       |   |
| CURRENT ASSETS                                                                                                   |   |        |      |    |       |   |
| Cash and cash  equivalent                                                                                        |   | $           | 998       |    |       | $      | 24,751 |   |
|                                                                                                             |   |        |      |    |       |   | - |   |
| Total Current Assets                                                                                             |   |        | 998       |    |       |   | 24,751 |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
| Land                                                                                                             |   |        | 37,500    |    |       |   | 37,500 |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
| TOTAL ASSETS                                                                                                     |   | $           | 38,498    |    |       | $      | 62,251 |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
| LIABILITIES AND STOCKHOLDER’S DEFICIT                                                                      |   |        |      |    |       |   |   |   |
| CURRENT LIABILITIES                                                                                              |   |        |      |    |       |   |   |   |
| Account payable and  accrued liabilities                                                                         |   | $           | 145,531   |    |       | $      | 102,651 |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
| TOTAL CURRENT LIABILITIES                                                                                        |   | $           | 145,531   |    |       | $      | 102,651 |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
| SHAREHOLDER’S  DEFICIT                                                                           |   |        |      |    |       |   |   |   |
| Pref Preferred stock, $.0001 par value, 98,989,886  authorized, no shares issued and outstanding                 |   |        | --        |    |       |   | -- |   |
| Co   Common stock, $.0001 par value,  918,816,988 authorized, 4,800,000 shares issued and outstanding. |   |        | 482       |    |       |   | 482 |   |
| A  Additional paid-in Capital                                                                               |   |        | 63,018    |    |       |   | 63,018 |   |
| De  Deficit accumulated during development stage                                                                 |   |        | (170,533) |    |       |   | (103,900) |   |
| To  Stockholder’s Deficit                                                                                  |   |        | (107,033  | )  |       |   | (40,400) |   |
|                                                                                                             |   |        |      |    |       |   |   |   |
| TOTAL LIABILITIES  AND STOCKHOLDER’S DEFICIT                                                               |   | $           | 38,498    |    |       | $      | 62,251 |   |

 

 

The accompanying notes are an integral part of thesefinancial statements

 

1

 

GREAT WALL BUILDERS LTD.,

(Development Stage Company)

STATEMENTS OF OPERATIONS

( unaudited)

 

|                                                                          |   |                 |                  |   |                |   |            | For the Period from |   |
|-------------------------------------------------------------------------------|--------|----------------------|-----------------------|--------|---------------------|--------|-----------------|---------------------|--------|
|                                                                          |   | For the three months |                  |   | For the nine months |   |            | November 3, 2007    |   |
|                                                                          |   | ended                |                  |   | ended               |   |            | (Inception) through |   |
|                                                                     |   | March 31             |                  |   | March 31            |   |            | March 31            |   |
|                                                                          |   | 2010                 |                  |   | 2009                |   |            | 2010                |   |   | 2009 |   |   |   2010 |   |
|                                                                          |   |                 |                  |   |                |   |            |                |   |   |   |   |   |   |   |
| Revenues                                                                      |   | $                    | -                     |   |                | $      | 14,000          |                |   | $ | - |   |   | $ | 61,860 |   |   | $ | 61,860 |   |
| Total revenue                                                                 |   |                 | -                     |   |                |   | 14,000          |                |   |   | - |   |   |   | 61,860  |   |   |   | 61,860 |   |
|                                                                          |   |                 |                  |   |                |   |            |                |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Expenses                                                            |   |                 |                  |   |                |   |            |                |   |   |   |   |   |   |   |   |   |   |   |   |
| General and administrative                                                    |   |                 | 1,993                 |   |                |   | 6,385           |                |   |   | 7,997 |   |   |   | 21,436 |   |   |   | 39,020 |   |
| Executive Compensation                                                        |   |                 | $19,545               |   |                |   | -               |                |   |   | $58,635 |   |   |   | - |   |   |   | $193,373 |   |
|                                                                          |   |                 |                  |   |                |   |            |                |   |   |   |   |   |   |   |   |   |   |   |   |
| Total Operating Expenses                                                      |   |                 |  

21,538        |   |                |   | 6,385           |                |   |   | $66,632 |   |   |   | 21,436 |   |   |   | 232,393 |   |
|                                                                          |   |                 |                  |   |                |   |            |                |   |   |   |   |   |   |   |   |   |   |   |   |
| INCOME (LOSS) FROM OPERATION                                                  |   |                 | (21,538)              |   |                |   | 7,615           |                |   |   | $66,632 |   |   |   | 40,424 |   |   |   | (170,533) | ) |
| PROVISION FOR INCOME TAX                                                      |   |                 | -                     |   |                |   | -               |                |   |   | - |   |   |   |   |   |   |   |   |   |
|                                                                          |   |                 |                  |   |                |   |            |                |   |   |   |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS)                                                             |   | $                    | (21,538)              |   |                | $      | 7,615           |                |   | $ | (66,632) |   |   | $ | 40,424 |   |   |   | (170,533) | ) |
| Income (loss) per share-basic and                                             |   |                 |                  |   |                |   |            |                |   |   |   |   |   |   |   |   |   |   |   |   |
| PdDiluted                                                                     |   |                 | 0.00                  |   |                |   | 0.00            |                |   |   | (0.01) |   |   |   | 0.00 |   |   |   |   |   |
|                                                                          |   |                 |                  |   |                |   |            |                |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average number of

share outstanding –basic and

Diluted  |   |                 |  4,800,000  |   |                |   |  4,640,526 |                |   |   |   4,800,000 |   |   |   |  4,640,526 |   |   |   |  4,800,000 |   |

                                 

 

 

 

2

 

  

 

GREAT WALL BUILDERS LTD.,

(Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

 

|                                             |   |                      |          |   | For the Period            |    |
|--------------------------------------------------|--------|---------------------------|---------------|--------|---------------------------|---------|
|                                             |   |                      |          |   |  from                |    |
|                                             |   | For the nine months ended |          |   | November 3, 2007

through |    |
|                                             |   | March 31                  |          |   | March 31                  |    |
|                                             |   | 2010                      |          |   | 2009                      |    |   | 2010 |   |
|                                             |   |                      |          |   |                      |    |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:            |   |                      |          |   |                      |    |   |   |   |
| Net Income (loss)                                |   | $                         | (66,632)      |   |                      | $       | 40,424 |   |   |  $ | (170,533) |   |
| Adj                                              |   |                      |          |   |                      |    |   |   |   |   |   |   |
| Changes in operating assets and Liabilities:     |   |                      |          |   |                      |    |   |   |   |   |   |   |
| Accounts payable and accrued liabilities         |   | $                    |  145,531 |   |                      |  $ | 42,880  |   |   |   | $145,531 |   |
| Net cash (used) provided by operating activities |   | $                         | (209,535)     |   |                      | $       | (2,456) |   |   |   | $(25,002) |   |
|                                             |   |                      |          |   |                      |    |   |   |   |   |   |   |
|                                             |   |                      |          |   |                      |    |   |   |   |   |   |   |
|                                             |   |                      |          |   |                      |    |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:            |   |                      |          |   |                      |    |   |   |   |   |   |   |
| Stock subscriptions                              |   |                      | -             |   |                      |    | - |   |   |   | 26,000 |   |
|                                             |   |                      |          |   |                      |    |   |   |   |   |   |   |
| CASH- BEGINNING OF PERIOD                        |   | $                         | 3,291         |   |                      | $       | 26,809 |   |   |   |   |   |
| CASH -END OF PERIOD                              |   | $                         | 998           |   |                      | $       | 24,203 |   |   |   |   |   |
|                                             |   |                      |          |   |                      |    |   |   |   |   |   |   |
| SUPPLEMENTAL CASH FLOW INFORMATION:              |   |                      |          |   |                      |    |   |   |   |   |   |   |
| Stock issued for properties                      |   |                      |          |   |                      |    |   |   |   |   | 37,500 |   |
|                                             |   |                      | -             |   |                      |    | - |   |   |   | - |   |
|                                             |   |                      |          |   |                      |    |   |   |   |   |   |   |

 

 

The accompanying notes are an integralpart of these financial statements

 

 

 

 

3

 

Great Wall Builders

A Development Stage Company

Notes to Condensed Financial Statements

 

 

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

DISCRIPTION OF BUSINESS

 

Great Wall BuildersLtd. ( the “Company”) incorporated in Texas on November 3, 2007, weintend to provide affordable homes with solar integrated system in Texas.Growth and expansion opportunities have also been identified in other regionsof the United States as well as in China. We have designed affordable homes andoffer innovative solar integrated systems such as solar roof tiles, solar hotwater heaters and solar photovoltaic systems. We intend to promote ouraffordable homes with solar integrated features in the U.S. and China.

 

As of March 31, 2010,the Company generated $61,860 revenue and has accumulated losses of $170,533since its inception. The Company expects to fund itself in the next twelvemonths by the sale of common shares, loans from officer and director andprivate equity funding. The ability of the Company to emerge from thedevelopment stage with respect to any planned principal business activity isdependent upon its successful efforts to raise additional equity financingand/or generate significant revenue and profitable operations. There is noguarantee that the Company will be able to raise any equity financing orgenerate significant revenue or profitable operations.

 

GOING CONCERN

 

The accompanyingcondensed financial statements have been prepared assuming the Company willcontinue as a going concern, which contemplates, among other things, therealization of assets and satisfaction of liabilities in the ordinary course ofbusiness. The Company has incurred continuing and recurring losses fromoperations and a deficit accumulated during the development stage of approximately$170,533 on March 31,2010 which among other matters, raises doubt about itsability to continue as a going concern. A significant amount of additionalcapital will be necessary to advance the development of the Company's productsto the point at which they may become commercially viable. The Company intendsto fund operations through debt and/or equity financing arrangements, workingcapital and other cash requirements for the fiscal year ending March 31,2010.Therefore, the Company will be required to seek additional funds to finance itscurrent and long-term operations.

 

The Company iscurrently addressing its liquidity issue by continually seeking investmentcapital through private placements of common stock and debt. The Companybelieves that its cash on hand and funds expected to be received fromadditional private investment will be sufficient to meet its liquidity needsfor fiscal 2010. However, no assurance can be given that the Company willreceive any funds in addition to the funds it has received to date.

4

 

 

The financial statements do not include any adjustmentsrelated to recoverability and classification of asset carrying amounts or theamount and classification of liabilities that might result should the Companybe unable to continue as a going concern.

 

BASIS OF PREPARATION

 

The accompanyingcondensed financial statements have been prepared in accordance with accountingprinciples generally accepted in the United States of America ( “GAAP“) for interim Financial information and with the instructions to Form10-Q. Accordingly, they do not include all of the information required by GAAPfor complete annual financial statement presentation.

 

USE OF ESTIMATE

The preparation of financial statements in conformity withGenerally Accepted Accounting Principles ("GAAP") requires managementto make estimates and assumptions that affect the reported amounts of assetsand liabilities and disclosure of contingent assets and liabilities at the dateof financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from those estimates.

 

CASH AND CASH EQUIVALENTS

 

The Company considers investments with originalmaturities of 90 days or less to be cash equivalents. At March 31, 2010and June 30, 2009 respectively, the Company had no cash equivalents.

 

INCOME TAXES

 

The Company accountsfor income taxes under FASB Codification Topic 740-10-25 (“ASC740-10-25”).  Under ASC 740-10-25, deferred tax assets andliabilities are recognized for the future tax consequences attributable todifferences between the financial statement carrying amounts of existing assetsand liabilities and their respective tax bases.  Deferred tax assetsand liabilities are measured using enacted tax rates expected to apply totaxable income in the years in which those temporary differences are expectedto be recovered or settled.  Under ASC 740-10-25, the effect ondeferred tax assets and liabilities of a change in tax rates is recognized inincome in the period that includes the enactment date.

 

NET LOSS PER SHARE

 

Basic loss per shareis calculated using the weighted-average number of common shares outstandingduring each reporting period. Diluted loss per share includes potentiallydilutive securities such as outstanding options and warrants, using variousmethods such as the treasury stock or modified treasury stock method in thedetermination of dilutive shares outstanding during each reporting period. TheCompany currently has no dilutive securities and as such, basic and dilutedloss per share are the same for all periods presented.

 

 

5

 

  

 

CONCENTRATION OF CREDIT RISK

 

Financial instruments that potentially subject theCompany to a concentration of credit risk consist of cash.  TheCompany maintains its cash with high credit quality financial institutions; attimes, such balances with any one financial institution may exceed FDIC insuredlimits.

 

FAIR VALUE FINACIAL INSTRUMENTS

The Company adoptedASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820),formerly SFAS No. 157 “Fair Value Measurements,” effective January1, 2009. ASC 820 defines “fair value” as the price that would bereceived for an asset or paid to transfer a liability (an exit price) in theprincipal or most advantageous market for the asset or liability in an orderlytransaction between market participants on the measurement date. There is noimpact relating to the adoption of ASC 820 to the Company’s financialstatements.

 

The carrying amounts of the Company’s financialinstruments in the accompanying balance sheets approximate their fair valuesdue to their relatively short-term nature. It is management’s opinionthat the Company is not exposed to any significant currency or credit risksarising from these financial instruments.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

In June 2009, the FASBissued changes to the consolidation guidance applicable to a variable interestentity (VIE). FASB ASC Topic 810, "Consolidation," amends the guidancegoverning the determination of whether an enterprise is the primary beneficiaryof a VIE, and is, therefore, required to consolidate an entity, by requiring aqualitative analysis rather than a quantitative analysis. The qualitativeanalysis will include, among other things, consideration of who has the powerto direct the activities of the entity that most significantly impact theentity's economic performance and who has the obligation to absorb losses orthe right to receive benefits of the VIE that could potentially be significantto the VIE. This standard also requires continuous reassessments of whether anenterprise is the primary beneficiary of a VIE. FASB ASC 810 also requiresenhanced disclosures about an enterprise's involvement with a VIE. Topic 810 iseffective as of the beginning of interim and annual reporting periods thatbegin after November 15, 2009. This will not have an impact on theCompany’s financial position, results of operations or cash flows.

 

NOTE 2 – Subsequent Events

In preparing these financial statements, the Company hasevaluated events and transactions for potential recognition or disclosurethrough May 12 , 2010, the date the financial statements were issued.

 

 

 

6

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATION

 

OVERVIEW

Great Wall BuildersLtd., ( the “company”) incorporated in Texas on November 3, 2007.We plan to provide affordable homes with solar integrated system in Texas.Growth and expansion opportunities have also been identified in other regionsof the United States as well as in China. The need for affordable homes withsolar integrated system in the United States is in great demand due to changeof consumer preferences for smaller homes and rising energy costs. We plan todesign and sell affordable homes and offer other innovative solar integratedsystem such as solar roof tiles, solar hot water heaters and solar photovoltaicsystems. We expect to promote our affordable homes for American families withsolar integrated features in the U.S. and China.

 

Great Wall BuildersLtd, is a home builder specializes in building solar energy homes andinstallation of solar related home products. Advances in solar technology, therelentless rise of conventional electricity prices, and increasingly compellingenvironmental and geopolitical realities are leading homeowners, businesses andgovernment entities to invest in solar power systems at an accelerating rate.Our management believes that solar homes will be next building trend in theUnited States and abroad. We are looking for affordable building sites to buildsolar homes in Texas and other regions of the United States.

 

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our results of operationsand liquidity and capital resources are based on our un-audited condensedconsolidated financial statements for the nine months ended March 31, 2010 and2009, which have been prepared in accordance with GAAP.

 

The preparation ofthese financial statements requires us to make estimates and judgments thataffect the reported amounts of assets, liabilities, revenues and expenses, anddisclosure of contingent assets and liabilities. We base our estimates onhistorical and anticipated results and trends and on various other assumptionsthat we believe are reasonable under the circumstances, including assumptionsas to future events. These estimates form the basis for making judgments aboutthe carrying value of assets and liabilities that are other readily apparentfrom other sources. By their nature, estimates are subject to an inherentdegree of uncertainty. Actual results may materially differ from our estimates.

 

7

 

RESULTS OF OPERATION

We expect we will require additional capital to meet our longterm operating requirements. We expect to raise additional capital through,among other things, the sale of equity or debt securities, private placementofferings and loans from officers and directors.

 

Three month period ended March 31 , 2010 compared to theperiod from inception ( November 3, 2007) to March 31,2010. Our net loss forthe nine-month period ended March 31,2010 was $ 66,632 compared to a net lossof $170,533( during the period from inception (November 3, 2007) to March31,2010.  During the three-month period ended March 31, 2010 we generated-0- in revenue. During the nine-month period ended March 31, 2010, we incurredthe general & administrative expense of $7,997 compared to $39,020 incurredduring the period from inception ( November 3, 2007) to March 31, 2010. Generaland administrative expenses incurred during the nine-month period ended March31, 2010 were generally related to corporate overhead, legal and accounting,stock transfer agents and Edgar filings.

 

Our net loss during the nine-month period ended March31,2010 was $66,632 or $0.01 per share compared to a net loss of $170,533 or$0.03 per share during the period from inception (November 3, 2007) to March31,2010.

 

LIQUIDITY AND CAPITAL RESOURCES

As at the nine-month period ended March 31, 2010 ourcurrent assets were $998 and our total liabilities were $145,531 which resultedin a negative working capital of $144,533. Stockholders' Deficit increased from$40,440 for fiscal year ended June 30th, 2009 to $107,033 for the nine-monthperiod ended March 31, 2010. As at the nine-month period ended March 31, 2010because of continued loss.

 

PLAN OF OPERATION AND FUNDING

Anticipated loans from officer and director, existingworking capital, further advances and debt instruments, and anticipated cashflow were  expected to be adequate to fund our operations over thenext 12 months.  We have no lines of credit orother  bank  financing  arrangements. Generally,we have financed operations to date through the  proceeds of theprivate placement of  equity  anddebt  instruments. In connection with our business plan, managementanticipates additional increases in operating expenses and capitalexpenditures  relating  to: (i)acquisition of building lots; (ii) architectural and engineering fees  (iii)international and domestic travel expenses (iv) our expansion plans inChina’s market. We intend to finance these expenses with furtherissuances of securities,  and debt  issuances. Thereafter,we expect we will need to raise additional capital and generate revenues tomeet long-term operating requirements.

 

8

 

OFF-BALANCE SHEET ARRANGEMENTS

As of and for the nine-months ended March 31, 2010, theCompany had no off-balance sheet arrangements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK.

We are a small reporting company as defined by Rule 12b-2of the Securities Exchange Act of 1934 and are not required to provide theinformation.

 

 

ITEM 4. CONTROLS AND PROCEDURES

In connection with the preparation ofthis quarterly report, an evaluation was carried out by the Company management,with the participation of the chief executive officer and the chief financialofficer, of the effectiveness of the Company disclosure controls and procedures(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Actof 1934 ("Exchange Act") as of March 31, 2010. Disclosure controlsand procedures are designed to ensure that information required to be disclosedin reports filed or submitted under the Exchange Act is recorded, processed,summarized, and reported within the time periods specified in the Commissionrules and forms, and that such information is accumulated and communicated tomanagement, including the chief executive officer and the chief financialofficer, to allow timely decisions regarding required disclosures.

Based onthat evaluation, the Company management concluded, as of the end of the periodcovered by this report, that the Company disclosure controls and procedureswere effective in recording, processing, summarizing, and reporting informationrequired to be disclosed, within the time periods specified in the Commissionrules and forms, and such information was accumulated and communicated tomanagement, including the chief executive officer and the chief financialofficer, to allow timely decisions regarding required disclosures.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control overfinancial reporting that occurred during the period covered by this report thathave materially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

 

 

PART II. OTHERINFORMATION

 

Item 1.  LEGAL PROCEEDINGS

None

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USEOF PROCEEDS.

None

 

Item 3.  DEFAULTSUPON SENIOR SECURITIES

None

 

9

  

 

Item 4.   SUBMISSION OF MATTERS TO A VOTE OFSECURITY HOLDERS

 

None

 

Item5.  OTHER INFORMATION

None.

 

Item 6. EXHIBITS

Exhibit 31.  Certification of Tian Jia pursuant to rule13a-14a.

Exhibit 32   Certification of Tian Jia pursuant to U.S.CSection 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.

 

 

SIGNATURES

 

 In accordance with Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the Registrant caused this Report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 

Great Wall Buillders Ltd.,

 /s/ Tian Jia,

 

By: Tian Jia,Chief Executive Officer/Chief Financial Officer/Principal Accounting Officer

May 23, 2011

 

Pursuant to the requirements of the Securities ExchangeAct of 1934, as amended, this Report has been signed below by the followingpersons on behalf of the Registrant and in the capacities indicated.

 

| /s/ Tian Jia,

By Tian Jia,

Chief Executive Officer/ Chief Financial Officer/

Principal Accounting Officer |   |   |
|--------------------------------------------------------------------------------------------------------------|--------|--------|

 

 

 

 

 

 

 

 

 

 

 

10