U.S. SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

( Amendment 1)

[X] QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   

For the quarterlyperiod ended March 31, 2011

[ ] TRANSITION REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission FileNo.333-153182

Great Wall BuildersLtd.,

(Exact name ofregistrant 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 principalexecutive offices)

1-281-575-0636

(Issuer's telephonenumber)

Indicate by checkmarkwhether the issuer: (1) has filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the past 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes [X ] No[  ]

Indicate by check markwhether the registrant is a large accelerated filed, an accelerated filer, anon-accelerated filer, or a smaller reporting company.

                                                        Large accelerated filer [ ]    Accelerated filer [ ]

                                                        Non-accelerated filer [ ]       Small Reporting company [X]

 

Indicate by checkmarkwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes [  ] No [X]

Indicate the number ofshares outstanding of each of the issuer's classes of common stock, as of themost practicable date: 4,800,000 as of March 31, 2011.

Explanation Note:

The reason for filingthis Amendment No. 1 on Form 10-Q/A is to provide supplementary disclosures tothe registrant Form 10-QA filled with the US Securities and Exchange Commissionon April 25, 2011.  Thesesupplemental disclosures include the followings:

(a) Revised Exhibit31 and Exhibit 32 with currently dated officer certifications asexhibits in accordance with Item 601(b)(31) and Item 601(b) (32) of RegulationS-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 10.

This amendment No: 1does 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. 

 

1

 

GREAT WALL BUILDERSLtd.

Form 10-Q Report Index 

 

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

 

2

 

PART 1: FINANCIALSTATEMENTS

 

GREAT WALL BUILDERS LTD.,

(A Development Stage Company)

CONDENSED BALANCE SHEETS

 

|                                                                                                      |   | March 31    |            |    | June 30 |   |
|-----------------------------------------------------------------------------------------------------------|--------|-------------|-----------------|---------|---------|--------|
|                                                                                                      |   | 2011        |            |    | 2010    |   |
|                                                                                                      |   | (unaudited) |            |    |         |   |
|                                                                                                      |   |        |            |    |    |   |
| ASSETS                                                                                                    |   |        |            |    |    |   |
| CURRENT ASSETS                                                                                            |   |        |            |    |    |   |
| Cash and cash  equivalent                                                                                 |   | $           | 512             |    |    | $      | 580 |   |
|                                                                                                      |   |        |            |    |    |   | - |   |
| Total Current Assets                                                                                      |   |        | 512             |    |    |   | 580 |   |
|                                                                                                      |   |        |            |    |    |   |   |   |
|                                                                                                      |   |        |            |    |    |   |   |   |
| Land                                                                                                      |   |        | 37,500          |    |    |   | 37,500 |   |
|                                                                                                      |   |        |                 |         |         |        |  |   |
| TOTAL ASSETS                                                                                              |   | $           | 38,012          |    |    | $      | 38,080 |   |
|                                                                                                      |   |        |            |    |    |   |   |   |
|                                                                                                      |   |        |            |    |    |   |   |   |
| LIABILITIES AND STOCKHOLDER’S DEFICIT                                                               |   |        |            |    |    |   |   |   |
| CURRENT LIABILITIES                                                                                       |   |        |            |    |    |   |   |   |
| Account payable and  accrued liabilities                                                                  |   | $           | 228,348         |    |    | $      | 165,076 |   |
|                                                                                                      |   |        |            |    |    |   |   |   |
| TOTAL CURRENT LIABILITIES                                                                                 |   | $           | 228,348         |    |    | $      | 165,076 |   |
|                                                                                                      |   |        |            |    |    |   |   |   |
|                                                                                                      |   |        |            |    |    |   |   |   |
| SHAREHOLDERS' DEFICIT                                                                                |   |        |            |    |    |   |   |   |
|   Preferred stock, $0.0001 par value, 98,989,886  authorized, no shares issued and outstanding       |   |        | --              |    |    |   | -- |   |
|   Common stock, $0.0001 par value,  918,816,988 authorized, 4,800,000 shares issued and outstanding. |   |        | 482             |    |    |   | 482 |   |
|   Additional paid-in Capital                                                                         |   |        | 63,018          |    |    |   | 63,018 |   |
|   Deficit accumulated during development  stage                                                      |   |        |  (253,836) |    |    |   | (190,496) |   |
|   Stockholder’s Deficit                                                                        |   |        | (190,336        | )  |    |   | (126,996) |   |
|                                                                                                      |   |        |            |    |    |   |   |   |
| TOTAL LIABILITIES  AND STOCKHOLDERS' DEFICIT                                                              |   | $           | 38,012          |    |    | $      | 38,080 |   |

 

 

The accompanying notes are an integral part of thesefinancial statements

3

 

GREAT WALL BUILDERS LTD.,

(A Development Stage Company)

CONDENSED 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            |   |
|                                                                          |   | 2011                 |                  |    | 2010                |   |                                                                                                                                                                                                                                                                  | 2011                |   |   | 2010 |   |   |   2011 |   |
|                                                                          |   |                 |                  |    |                |   |                                                                                                                                                                                                                                                                  |                |   |   |   |   |   |   |   |
| Revenues                                                                      |   | $                    | -                     |    |                | $      |                                              - |                |   | $ | - |   |   | $ |                                       - |   |   | $ | 61,860 |   |
| Total revenue                                                                 |   |                 |                       |         |                |   |                                                                                                                                                                                                                                                                       |                |   |   |  |  |   |   |  |   |   |   | 61,860 |   |
|                                                                          |   |                 |                  |    |                |   |                                                                                                                                                                                                                                                                  |                |   |   |   |   |   |   |   |   |   |   |   |   |
| Operating Expenses                                                            |   |                 |                  |    |                |   |                                                                                                                                                                                                                                                                  |                |   |   |   |   |   |   |   |   |   |   |   |   |
| General and administrative                                                    |   |                 | 740                   |         |                |   | 1,993                                                                                                                                                                                                                                                                 |                |   |   | 4,705 |   |   |   | 7,997 |   |   |   | 44,143 |   |
| Executive Compensation                                                        |   |                 | 19,545                |    |                |   | 19,545                                                                                                                                                                                                                                                                |                |   |   | 58,635 |   |   |   | 58,635 |   |   |   | 271,553 |   |
|                                                                          |   |                 |                  |    |                |   |                                                                                                                                                                                                                                                                  |                |   |   |   |   |   |   |   |   |   |   |   |   |
| Total Operating Expenses                                                      |   |                 |  

20,285        |    |                |   | 21,538                                                                                                                                                                                                                                                                |                |   |   | $63,340 |   |   |   | $66,632 |   |   |   |                             315,696 |   |
|                                                                          |   |                 |                  |    |                |   |                                                                                                                                                                                                                                                                  |                |   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS FROM OPERATION                                                           |   |                 | (20,285)              |    |                |   | (21,538)                                                                                                                                                                                                                                                              |                |   |   | $63,340 |   |   |   | $66,632 |   |   |   | (253,836) |  |
| PROVISION FOR INCOME TAX                                                      |   |                 | -                     |    |                |   | -                                                                                                                                                                                                                                                                     |                |   |   | - |   |   |   |   |   |   |   |   |   |
|                                                                          |   |                 |                  |    |                |   |                                                                                                                                                                                                                                                                  |                |   |   |   |   |   |   |   |   |   |   |   |   |
| NET INCOME (LOSS)                                                             |   | $                    | (20,285)              |    |                | $      | (21,538)                                                                                                                                                                                                                                                              |                |   | $ | (63,340) |   |   | $ | (66,632) |   |   |   | (253,836) |  |
| Income (loss) per share-basic and                                             |   |                 |                  |    |                |   |                                                                                                                                                                                                                                                                  |                |   |   |   |   |   |   |   |   |   |   |   |   |
| diluted                                                                       |   |                 | (0.00                 | )  |                |   | (0.00)                                                                                                                                                                                                                                                                |                |   |   | (0.01) |   |   |   | (0.01) |   |   |   |   |   |
|                                                                          |   |                 |                  |    |                |   |                                                                                                                                                                                                                                                                  |                |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average number of

share outstanding –basic and

diluted  |   |                 |  4,800,000  |    |                |   | 4,800,000                                                                                                                                                                                                                                                             |                |   |   |   4,800,000 |   |   |   | 4,800,000 |   |   |   |  |   |

                                 

 

 

Theaccompanying notes are an integral part of the condensed financial statements

4

  

GREAT WALL BUILDERSLTD.

(A Development StageCompany)

 Condensed Statement of Cash flows 

(un-audited)

 

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

through |   |
|                                             |   | March 31                  |             |   | March 31                  |   |
|                                             |   | 2011                      |             |   | 2010                      |   |   | 2011 |   |
|                                             |   |                      |             |   |                      |   |   |   |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:            |   |                      |             |   |                      |   |   |   |   |
|                                                  |   | $                         | (63,340)         |        |                      | $      | (66,632) |   |   |  $ | (253,836) |   |
| Net loss                                         |   |                      |             |   |                      |   |   |   |   |   |   |   |
| Changes in operating assets and Liabilities:     |   |                      |             |   |                      |   |   |   |   |   |   |   |
| Accounts payable and accrued liabilities         |        |                           |  63,272     |   |                      |   | 42,876 |   |   |   | 228,348 |   |
| Net cash (used) provided by operating activities |        |                           | (68)             |        |                      |   | (23,753) |   |   |  | (25,488) |  |
|                                             |   |                      |             |   |                      |   |   |   |   |   |   |   |
|                                             |   |                      |             |   |                      |   |   |   |   |   |   |   |
|                                             |   |                      |             |   |                      |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES:            |   |                      |             |   |                      |   |   |   |   |   |   |   |
| Stock subscriptions                              |   |                      | -                |   |                      |   | - |   |   |   | 26,000 |   |
| Net Increase ( decrease) in  cash                |        |                           |  (68)  |   |                      |   | (23,753)  |   |   |   | 512  |   |
| CASH- BEGINNING OF PERIOD                        |        |                           | 580              |   |                           |        | 3,291 |   |   |   |   |   |
| CASH -END OF PERIOD                              |   | $                         | 512              |        |                      | $      | 998 |   |   |   | $512  |   |
|                                             |   |                      |             |   |                      |   |   |   |   |   |   |   |
| SUPPLEMENTAL CASH FLOW INFORMATION:              |   |                      |             |   |                      |   |   |   |   |   |   |   |
| Stock issued for properties                      |   |                      |             |   |                      |   |   |   |   |   | 37,500 |   |
|                                             |   |                      | -                |   |                      |   | - |   |   |   | - |   |
|                                             |   |                      |             |   |                      |   |   |   |   |   |   |   |

 

 

The accompanying notes are an integralpart of these condensed financial statements

 

 

5

GREAT WALL BUILDERSLTD.

(A Development StageCompany)

Notes to CondensedFinancial Statements

NOTE 1- NATURE OFOPERATION

Great Wall Builders Ltd.,incorporated in Texas on November 3, 2007, we intend to provide affordablehomes with solar integrated system in Texas. Growth and expansion opportunitieshave also been identified in other regions of the United States as well as inChina. We have designed affordable homes and offer innovative solar integratedsystems such as solar roof tiles, solar hot water heaters and solarphotovoltaic systems. We intend to promote our affordable homes with solarintegrated features in the U.S. and China.

NOTE 2-GOING CONCERN

The accompanying condensed financial statements have beenprepared assuming the Company will continue as a going concern, whichcontemplates, among other things, the realization of assets and satisfaction ofliabilities in the ordinary course of business. The Company has incurredcontinuing and recurring losses from operations and a deficit accumulatedduring the development stage of approximately $253,836 on March 31, 2011, whichamong other matters, raises substantial doubt about its ability to continue asa going concern. A significant amount of additional capital will be necessaryto advance the development of the Company's products to the point at which theymay become commercially viable. The Company intends to fund operations throughdebt and/or equity financing arrangements, working capital and other cashrequirements for the fiscal year ending June 30, 2011. Thereafter, the Companywill be required to seek additional funds to finance its current and long-termoperations.

The Company is currently addressing its liquidity issueby continually seeking investment capital through private placements of commonstock and debt. The Company believes that its cash on hand and funds expectedto be received from officer and director will be sufficient to meet itsliquidity needs for fiscal year ending 2011. However, no assurance can be giventhat the Company will receive any funds in addition to the funds it hasreceived to date.

NOTE 3- SIGNIFICANTACCOUNTING POLICIES

BASIS OF PRESENTATION

The financialstatements of the Company have been prepared in accordance with generallyaccepted accounting principles in the United States of America and arepresented in US dollars.  

USE OF ESTIMATE

The preparation offinancial statements in conformity with Generally Accepted AccountingPrinciples ("GAAP") requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of financialstatements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates.

 

6

 CASH AND CASH EQUIVALENTS

The Company considersall highly liquid instruments with a maturity of three months or less at thetime of issuance to be cash equivalents. The Company had no cash equivalent asof March 31, 2011.

INCOME TAXES

Income taxes are accounted for under the assets andliability method. Deferred tax assets and liabilities are recognized for theestimated future tax consequences attributable to differences between thefinancial statement carrying amounts of existing assets and liabilities andtheir respective tax bases and operating loss and tax credit carry forwards.Deferred tax assets and liabilities are measured using enacted tax rates ineffect for the year in which those temporary differences are expected to berecovered or settled.

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.

STOCK-BASEDCOMPENSATION

Stock-basedcompensation is accounted for at fair value in accordance with FinancialAccounting Standards Board Accounting Standards Codification 718 (FASB ASC 718)"Stock Compensation". As of March 31, 2011, the Company has notadopted a stock option plan and has not granted any stock options.

FINANCIAL INSTRUMENTS

The carrying value ofthe Company financial instruments approximates their fair value because of theshort maturity of these instruments.

NOTE 4 -RELATED PARTYTRANSACTIONS

As of March 31, 2010,there is an accrued salary payable to our Officer, TianJia, in the amount of $228,348.

NOTE 5- RECENTACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued ASU No.2010-6, ImprovingDisclosures about Fair Value Measurements, that amends existing disclosure requirementsunder FASB Accounting Standards Codification ( ASC) 820 by adding requireddisclosures about items transferring into and out of Levels 1 and 2 in the fairvalue hierarchy; adding separate disclosures about sales, issuances, andsettlements relative to level 3 measurements; and clarifying, among otherthings, the existing fair value disclosures about the level of disaggregation.Form3 M this ASU is effective for the first quarter of 2010, except for therequirement to provide level 3 activity of purchases, sales, issuances, andsettlements on a gross basis, which is effective beginning the first quarter of2011. The adoption of this guidance did not have a material impact, and thedeferred provisions of this guidance are not expected to have a materialimpact, on the Company's condensed financial statements.

7

NOTE 6-SUBSEQUENTEVENTS

In preparing thesefinancial statements, the Company has evaluated events and transactions forpotential recognition or disclosure through April 22, 2011, the date thefinancial statements were issued.

Item 2: MANAGEMENT'SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COMPANY OVERVIEW ANDBUSINESS OPERATIONS OVERVIEW

Great Wall BuildersLtd. incorporated in Texas on November 3, 2007. We plan to provide affordablehomes with solar integrated system in Texas. Growth and expansion opportunitieshave also been identified in other regions of the United States as well as inChina. The need for affordable homes with solar integrated system in the UnitedStates is in great demand due to change of consumer preferences for smallerhomes and rising energy costs. We plan to design and sell affordable homes andoffer other innovative solar integrated system such as solar roof tiles, solarhot water heaters and solar photovoltaic systems. We expect to promote ouraffordable homes for American families with solar integrated features in theU.S. and China.

Great wall Builders Ltd, is a home builder specializes inbuilding solar energy homes and installation of solar related home products.Advances in solar technology, the relentless rise of conventional electricityprices, and increasingly compelling environmental and geopolitical realitiesare leading homeowners, businesses and government entities to invest in solarpower systems at an accelerating rate. Our management believes that solar homeswill be next building trend in the United States and abroad. We are looking foraffordable building sites to build solar homes in Texas and other regions ofthe United States. As of the date of this Quarterly Report, we have incurred anet loss of $20,285.

 

8

RESULTS OF OPERATION

We expect we will require additional capital to meet ourlong term operating requirements. We expect to raise additional capitalthrough, among other things, the sale of equity or debt securities, PrivatePlacement Offerings, Employee Stock Options Plans and loans from officers anddirectors.

Three-months period ended March 31, 2011 compared to theperiod from inception (November 3, 2007) to March 31, 2011 Our net loss for thethree-months period ended March 31, 2011 was $20,285 compared to a net loss of$253,836 during the period from inception (November 3, 2007) to March 31, 2011.During the three-months period ended March 31, 2011, we generated -0- inrevenue. During the three-month period ended March 31, 2011, we incurred thegeneral & administrative expense of $740 compared to $49,808 incurredduring the period from inception (November 3, 2007) to March 31, 2011. Generaland administrative expenses incurred during the three-month period ended March31, 2011 were generally related to corporate overhead, legal and accounting,stock transfer agents, Edgar filings.

Our net loss duringthe three-months period ended March 31, 2011 was $20,285 or ($0.00) per sharecompared to a net loss of $253,836 or ($0.05) per share during the period frominception (November 3, 2007) to March 31, 2011.

LIQUIDITY AND CAPITALRESOURCES

As of the three-months period ended March 31, 2011, ourcurrent assets were $512 and our total liabilities were $228,348 which resultedin a working capital negative of $227,836. As of the three-month period endedDecember 31, 2010, current assets were comprised of $253 in cash compared to$580 in current assets at fiscal year ended June 30, 2010. Stockholders'Deficit increased from $190,496 for fiscal year ended June 30, 2010 to $253,836for the nine-months period ended March 31, 2011.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continueto be funded through a combination of our existing funds, advance from ourofficer and director, and further issuances of securities. Our working capitalrequirements are expected to increase in line with the growth of our business.

Existing working capital, further advances from ourofficer and director, and anticipated cash flow are expected to be adequate to fund ouroperations over the next 12 months. We have no lines of credit or other bank financing  arrangements. Generally, we havefinanced operations to date through the proceeds of the private placement of equity and advance from officer and director.In connection with our business plan, management anticipates additionalincreases in operating expenses and capital expenditures relating to: 

(i) acquisition of buildinglots; (ii) architectural and engineering fees(iii) international and domestictravel expenses (iv) our expansion plans in China market. We intend to financethese expenses with further issuances of securities, advance from our officerand director. Thereafter, we expect we will need to raise additional capitaland generate revenues to meet long-term operating requirements. 

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of thisQuarterly Report, we do not have any off-balance sheet arrangements that haveor are reasonably likely to have a current or future effect on our financialcondition, changes in financial condition, revenues or expenses, results ofoperations, liquidity, capital expenditures or capital resources that arematerial to investors.

 

9

Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smallreporting company as defined by Rule 12b-2 of the Securities Exchange Act of1934 and are not required to provide the information.

Item 4: CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS ANDPROCEDURES

Inconnection with the preparation of this quarterly report, an evaluation wascarried out by the Company management, with the participation of the chiefexecutive officer and the chief financial officer, of the effectiveness of theCompany disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")as of March 31, 2011. Disclosure controls and procedures are designed to ensurethat information required to be disclosed in reports filed or submitted underthe Exchange Act is recorded, processed, summarized, and reported within thetime periods specified in the Commission rules and forms, and that suchinformation is accumulated and communicated to management, including the chiefexecutive officer and the chief financial officer, to allow timely decisionsregarding required disclosures.

Based onthat evaluation, the Company management concluded, as of the end of the period coveredby this report, that the Company disclosure controls and procedures wereeffective 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 INTERNALCONTROL OVER FINANCIAL REPORTING

Our management hasevaluated whether any change in our internal control over financial reportingoccurred during the last fiscal quarter. Based on that evaluation, managementconcluded that there has been no change in our internal control over financialreporting during the relevant period that has materially affected, or isreasonably likely to materially affect, our internal control over financialreporting.

 

PART II. OTHERINFORMATION

Item 1:   LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. Weare not aware of any pending legal proceeding to which any of our officers,directors of our voting securities are adverse to us or have a materialinterest adverse to us.

Item 2:  UNREGISTERED SALES OF EQUITY SECURITIESAND USE OF PROCEEDS.

There were no unregistered sales of equity securitiesduring the quarterly period ended March 31, 2011.

Item 3:  DEFAULTS UPON SENIOR SECURITIES

None

Item 5:  OTHER INFORMATION

None.

Item 6: EXHIBITS

Exhibit 31.  Certification of TianJia pursuant to rule 13a-14a.

Exhibit 32  Certification of TianJia pursuant to U.S.C Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  

10

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

May 23, 2011, 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. |   |   |
|-------------------------------------------------------------------------------|----------|----------|

Date: May 23, 2011

 

11