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 December 31, 2010

[ ] 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 December  31, 2011.

1

Explanation Note:

The reason for filingthis Amendment No. 1 on Form 10-Q is to provide supplementary disclosures tothe registrant Form 10-Q filled with the US Securities and Exchange Commissionon May 11, 2011.  These supplementaldisclosures 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)  Supplemental disclosure of management'sconclusion based on the full definition of disclosure controls and procedures asprovided 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. 

 

2

GREAT WALL BUILDERSLtd.

Form 10-Q Report Index 

 

|                                                                                       | Page No. |
|----------------------------------------------------------------------------------------------|----------|
| PART 1. FINANCIAL  INFORMATION                                                        |   |
| Item 1: Financial  Statements                                                         |   |
| Condensed Balance  Sheets                                                                    | 3        |
| Condensed Statement  of Operations                                                           | 4        |
| Condensed Statement of  Cash Flows                                                           | 5        |
| Notes to Condensed  Financial Statements                                                     | 6-8      |
| Item 2: Management  Discussion and Analysis of Financial Condition and Results of Operations | 8-10     |
| 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 5: Other Information                                                                    |   |
| Item 6: Exhibit                                                                              | 10       |
|                                                                                       |   |

PART 1: FINANCIAL STATEMENTS

 

 

GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Condensed Balance Sheets

 

 

 

|                                                  |   | December 31,       |     |   |                                         June 30, |                                   |
|-------------------------------------------------------|--------|--------------------|----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------|
|                                                  |   |   2010        |     |   |                                        2010           |                                   |
|                                                  |   |  (Un-audited) |     |   |                                                                                                                                                                                                                                           |                                   |
| ASSETS                                                |   |               |     |   |                                                                                                                                                                                                                                           |                                   |
| Current Assets                                        |   |               |     |   |                                                                                                                                                                                                                                           |                                   |
| Cash                                                  |   | $                  | 253      |        |                                                                                                                                                                                                                                           |     $                   | 580 |   |
|  Total Current Assets                            |   |               | 253      |   |                                                                                                                                                                                                                                           |                                   | 580 |   |
| Properties                                            |   |               | 37,500   |   |                                                                                                                                                                                                                                           |                                   | 37,500 |   |
| TOTAL ASSETS                                          |   | $                  | 37,753   |   |                                                                                                                                                                                                                                           |      $             | 38,080 |   |
|                                                  |   |               |     |   |                                                                                                                                                                                                                                           |                                   |   |   |
| LIABILITIES and STOCKHOLDERS' DEFICIT                 |   |               |     |   |                                                                                                                                                                                                                                           |                                   |   |   |
| Current Liabilities                                   |   |               |          |   |                                                                                                                                                                                                                                           |                                   |   |   |
| Accrued liabilities                                   |   | $                  | 207,804  |   |                                                                                                                                                                                                                                           |       $       | 165,076 |   |
| Total Current Liabilities                             |   |               | 207,804  |   |                                                                                                                                                                                                                                           |                                   | 165,076 |   |
|                                                  |   |               |     |   |                                                                                                                                                                                                                                           |                                   |   |   |
| Stockholders’ Deficit                           |   |               |     |   |                                                                                                                                                                                                                                           |                                   |   |   |
| Preferred stock, $0.0001 par value, 98,989,886 shares |   |               |     |   |                                                                                                                                                                                                                                           |                                   |   |   |
| authorized; -0- shares issued and outstanding:        |   |               | -        |   |                                                                                                                                                                                                                                           |                                   | - |   |
| Common stock, $0.0001 par value, 918,816,988 shares   |   |               |     |   |                                                                                                                                                                                                                                           |                                   |   |   |
| authorized; 4,800,000 shares issued and outstanding   |   |               | 482      |   |                                                                                                                                                                                                                                           |                                   | 482 |   |
| Additional paid-in capital                            |   |               | 63,018   |   |                                                                                                                                                                                                                                           |                                   | 63,018 |   |
| Deficit accumulated during development stage          |   |               | (233,551 | )      |                                                                                                                                                                                                                                           |                                   | (190,496 | ) |
| Total Stockholders’ Deficit                     |   |               | (170,051 | )      |                                                                                                                                                                                                                                           |                                   | (126,996 | ) |
|                                                  |   |               |     |   |                                                                                                                                                                                                                                           |                                   |   |   |
| TOTAL LIABILITIES and STOCKHOLDERS’ DEFICIT     |   | $                  | 37,753   |   |                                                                                                                                                                                                                                                |        $ | 38,080 |   |

 

 

The accompanying notes are an integralpart of the condensed financial statements.

 

 

3

 

Great Wall Builders.

( A Development Stage Company)

Condensed Statements of Operations ( un-audited)

 

 

|                                                               |   | Three

Months

Ended

December

31st

2010 |      |   | Three

Months

Ended

December

31st

2009 |   |        | Six

Months

Ended

December

31st

2010 |   |   | Six

Months

Ended

December

31st

2009 |   |   | From

Inception on November

3,2007

Through June 30

2009 |       |
|--------------------------------------------------------------------|--------|--------------------------------------------|-----------|--------|--------------------------------------------|--------|-------------|------------------------------------------|--------|--------|------------------------------------------|--------|--------|------------------------------------------------------------|------------|
|                                                               |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |
| Revenue                                                            |   | $                                          | -         |   |                                       | $      |             |                                     |   | $      | -                                        |   |   | $                                                          |            |  |   | $ |  61,860 |   |
|                                                               |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |   |   |   |   |   |
| Operating Expenses                                                 |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |   |   |   |   |   |
|                                                               |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |   |   |   |   |   |
| Executive Compensation                                             |   | $                                          | 19,545    |   |                                       | $      | 19,545      |                                     |   | $      | 39,090                                   |   |   | $                                                          | 39,090     |   |   |   | 252,008 |   |
|                                                               |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |   |   |   |   |   |
| General & Administrative Expenses                              |   | $                                          | 1,015     |   |                                       | $      | 1,700       |                                     |   | $      | 3,965                                    |   |   |                                                       | 3,375      |   |   |   | 43,403 |   |
|                                                               |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |   |   |   |   |   |
| Total Operating Expenses                                           |   | $                                          | 20,560    |   |                                       | $      | 21,245      |                                     |   | $      | 43,055                                   |   |   | $                                                          | 42,465     |   |   |   | 295,441 |   |
|                                                               |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |   |   |   |   |   |
|  Loss From Operations                                         |   |  $                               | (20,560)  |   |                                       |   | $ ( 21,245) |                                     |   |   |   $(43,055)                         |   |   |                                                       | $ (42,465) |   |   |   |   (233,551) |   |
|                                                               |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |   |   |   |   |   |
| Net Profit ( Loss) Per Share                                       |   |                                       | 0.00      |   |                                       |   | 0.00        |                                     |   |   | 0.00                                     |   |   |                                                       | 0.00       |   |   | $ | (0.02) |   |
|                                                               |   |                                       |      |   |                                       |   |        |                                     |   |   |                                     |   |   |                                                       |       |   |   |   |   |   |
| Weighted Average Number of

Shares Outstanding-

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

The accompanying notes are an integralpart of the financial statements

 

 

4

GREAT WALL BUILDERS LTD.

(A Development Stage Company)

 Condensed Statement of Cash flows (Un-audited)

 

 

|                                             |   |                          |    |   |                |   |    | November 3, 2007   |   |
|--------------------------------------------------|--------|-------------------------------|---------|--------|---------------------|--------|---------|--------------------|--------|
|                                             |   | Six-Months ended December 31, |    |   | (Inception) to |   |
|                                             |   | 2010                          |    |   | 2009                |   |    | December 31,

2010 |   |
|                                             |   |                          |    |   |                |   |    |               |   |
| OPERATING ACTIVITIES:                            |   |                          |    |   |                |   |    |               |   |
| Net loss                                         |   | $                             | (43,055 | )      |                | $      | (42,466 | )                  |   | $ | (233,551 | ) |
| Changes in operating assets and liabilities:     |   |                          |    |   |                |   |    |               |   |   |   |   |
| Account payable and accrued liabilities          |   |                          | 42,728  |   |                |   | 21,006  |               |   |   | 181,804 |   |
|   Net cash used in operating activities:    |   |                          | (327    | )      |                |   | (21,460 | )                  |   |   | (51,474 | ) |
|                                             |   |                          |    |   |                |   |    |               |   |   |   |   |
| FINANCING ACTIVITIES:                            |   |                          |    |   |                |   |    |               |   |   |   |   |
| Stock subscriptions                              |   |                          | -       |   |                |   | -       |               |   |   | 26,000 |   |
|  Net cash provided by financing activities: |   |                          | -       |   |                |   | -       |               |   |   | 26,000 |   |
|                                             |   |                          |    |   |                |   |    |               |   |   |   |   |
|   Net increase (decrease) in cash           |   |                          | (327    | )      |                |   | (21,460 | )                  |   |   | (25,747) |   |
|   Cash at beginning of period               |   |                          | 580     |   |                |   | 24,751  |               |   |   | 26,000 |   |
|   Cash at end of period                     |   | $                             | 253     |   |                | $      | 3,291   |               |   | $ | 253 |   |
|                                             |   |                          |    |   |                |   |    |               |   |   |   |   |
| SUPPLEMENTAL CASH FLOW INFORMATION:              |   |                          |    |   |                |   |    |               |   |   |   |   |
| Non cash financing activities                    |   |                          |         |        |                |   |    |               |   |   |   |   |
| Stock issued for properties                      |   | $                             |         |        |                | $      |         |               |   | $ | 37,500 |   |

 

 

The accompanying notes are an integralpart of the 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 onNovember 3, 2007, we intend to provide affordable homes with solar integratedsystem in Texas. Growth and expansion opportunities have also been identifiedin other regions of the United States as well as in China. We have designedaffordable homes and offer innovative solar integrated systems such as solarroof tiles, solar hot water heaters and solar photovoltaic systems. We intendto promote our affordable homes with solar integrated features in the U.S. andChina.

NOTE 2-GOING CONCERN

The accompanying financial statements have been preparedassuming the Company will continue as a going concern, which contemplates,among other things, the realization of assets and satisfaction of liabilitiesin the ordinary course of business. The Company has incurred continuing andrecurring losses from operations and a deficit accumulated during the developmentstage of approximately $233,551 on December 31, 2010, which among othermatters, raises substantial doubt about its ability to continue as a goingconcern. A significant amount of additional capital will be necessary toadvance 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 of financial statements in conformitywith Generally Accepted Accounting Principles ("GAAP") requiresmanagement to make estimates and assumptions that affect the reported amountsof assets and liabilities and disclosure of contingent assets and liabilitiesat the date of financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from thoseestimates.

 

6

 

CASH AND CASHEQUIVALENTS

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 December 31, 2010.

INCOME TAXES

Income taxes areaccounted for under the assets and liability method. Deferred tax assets andliabilities are recognized for the estimated future tax consequencesattributable to differences between the financial statement carrying amounts ofexisting assets and liabilities and their respective tax bases and operatingloss and tax credit carry forwards. Deferred tax assets and liabilities aremeasured using enacted tax rates in effect for the year in which thosetemporary differences are expected to be recovered 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 December 31, 2010, the Company has not adopted astock 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 December 31,2010, there is an accrued salary payable to our Officer, Tian Jia, in theamount of $207,804.

NOTE 5- RECENTACCOUNTING PRONOUNCEMENTS

In March 2010, theFASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): ScopeException Related to Embedded Credit Derivatives" (codified within ASC 815- Derivatives and Hedging). ASU 2010-11 improves disclosures originallyrequired under SFAS No. 161. ASU 2010-11 is effective for interim and annualperiods beginning after June 15, 2010. The adoption of ASU 2010-11 is notexpected to have any material impact on our financial position, results ofoperations or cash flows.

In April 2010, the FASB issued ASU No. 2010-17,"Revenue Recognition - Milestone Method (Topic 605): Milestone Method ofRevenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU2010-17 provides guidance on defining a milestone and determining when it maybe appropriate to apply the milestone method of revenue recognition forresearch or development transactions. ASU 2010-17 is effective for interim andannual periods beginning after June 15, 2010. The adoption of ASU 2010-17 isnot expected to have any material impact on our financial position, results ofoperations or cash flows.

7

NOTE 6-SUBSEQUENTEVENTS

In preparing thesefinancial statements, the Company has evaluated events and transactions forpotential recognition or disclosure through February 21, 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 Builders Ltd. incorporated in Texas on November3, 2007. We plan to provide affordable homes with solar integrated system inTexas. Growth and expansion opportunities have also been identified in otherregions of the United States as well as in China. The need for affordable homeswith solar integrated system in the United States is in great demand due tochange of consumer preferences for smaller homes and rising energy costs. Weplan to design and sell affordable homes and offer other innovative solarintegrated system such as solar roof tiles, solar hot water heaters and solarphotovoltaic systems. We expect to promote our affordable homes for Americanfamilies with solar integrated features in the U.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 $20,560.

 

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 December 31, 2010 compared tothe period from inception (November 3, 2007) to December 31, 2010 Our net lossfor the three-months period ended December 31, 2010 was $20,560 compared to anet loss of $233,551 during the period from inception (November 3, 2007) toDecember 31, 2010. During the three-months period endedDecember 31, 2010, we generated -0- in revenue. During the three-month periodended December 31, 2010, we incurred the general & administrative expenseof $1,015 compared to $43,403 incurred during the period from inception(November 3, 2007) to December 31, 2010. General and administrative expensesincurred during the three-month period ended December 31, 2010 were generallyrelated to corporate overhead, legal and accounting, stock transfer agents,Edgar filings.

Our net loss duringthe three-months period ended December 31, 2010 was $20,560 or ($0.00) pershare compared to a net loss of $233,551 or ($0.049) per share during theperiod from inception (November 3, 2007) to December 31, 2010.

LIQUIDITY AND CAPITALRESOURCES

As of the three-monthsperiod ended December 31, 2010, our current assets were $253 and our totalliabilities were $207,804 which resulted in a working capital negative of$207,551.As of the three-month period ended December 31, 2010, current assetswere comprised of $253 in cash compared to $580 in current assets at fiscalyear ended June 30, 2010.Stockholders' Deficit increased from $190,496 forfiscal year ended June 30, 2010 to $233,551 for the three-months period endedDecember 31, 2010.

PLAN OF OPERATION ANDFUNDING

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 workingcapital, further advances from our officer and director, and anticipated cashflow are expected to be adequate to fund our operations over thenext 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 equityand advance from officer and director. Inconnection with our business plan, management anticipates additional increasesin operating expenses and capital expenditures relating to: 

(i) acquisition of building lots; (ii) architectural andengineering fees (iii) international and domestic travel expenses (iv) ourexpansion plans in China market. We intend to finance these expenses with furtherissuances of securities, advance from our officer and director.Thereafter, we expect we will need to raise additional capital and generaterevenues 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 DISCLOSURESABOUT 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 OFDISCLOSURE CONTROLS AND PROCEDURES

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 December 31, 2010. Disclosure controls and procedures are designed toensure that information required to be disclosed in reports filed or submittedunder the Exchange Act is recorded, processed, summarized, and reported withinthe time 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 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

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 toany pending legal proceeding. We are not aware of any pending legal proceedingto which any of our officers, directors of our voting securities are adverse tous or have a material interest adverse to us.

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

There were nounregistered sales of equity securities during the quarterly period endedDecember 31, 2010.

Item 3:DEFAULTS UPONSENIOR SECURITIES

None

Item 5:OTHERINFORMATION

None.

Item 6: EXHIBITS

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

Exhibit 32  Certification of Tian Jia pursuant to U.S.C Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002.

  

10

SIGNATURES

In accordance withSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registrantcaused this Report to be signed on its behalf by the undersigned, thereuntoduly authorized.

Great Wall BuildersLtd.

/s/ Tian Jia,

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

May 23, 2011

Pursuant to therequirements of the Securities Exchange Act of 1934, as amended, this Reporthas been signed below by the following persons on behalf of the Registrant andin the capacities indicated.

|  /s/ Tian Jia,

By Tian Jia, Chief Executive  Officer/Chief Financial Officer/ Principal Accounting Officer |   |   |
|--------------------------------------------------------------------------------------------------------------------|----------|----------|