GREAT WALL BUILDERS LTD. - FORM 10-Q

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EX-32 - GREAT WALL BUILDERS LTD.	ex32.htm
EX-31 - GREAT WALL BUILDERS LTD.	ex31.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 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 filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ] Accelerated filer [ ]

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: 4,800,000 as of Sept. 30th, 2009

GREAT WALL BUILDERS Ltd.

Form 10-Q Report 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	4-7
Item 2. Management Discussion and Analysis of Financial Condition	7-9
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

Great Wall Builders Ltd.

(A Development Stage Company)

Condensed Balance Sheet

	September 30,		June 30
	2009		2009
	(unaudited)


CURRENT ASSET
Cash	$	17,242	$	24,751
Total Current Assets	$	17,242	$	24,751

Properties	$	37,500	$	37,500

Total Assets	$	54,742	$	62,251
Liabilities and Stockholders’ Deficit
Liabilities

Accrued liabilities	$	116,341		102,651
Total Liabilities	$	116,341		102,651
Shareholders’ Deficit
Preferred stock 98,989,886 shares -0- authorized
Common stock 918,816,988 shares authorized: $0.0001 par value: 4,800,000 shares issued & outstanding		482	$	482
Additional paid-in capital		63,018	$	63,018
Deficit accumulated during development stage		(125,121)	$	(103,900)
Total Stockholders’ Deficit		(61,620)	$	(40,400)

Total Liabilities and Stockholder’s Deficit	$	54,721	$	62,251

The accompanying notes are an integral part of the financial statements

Great Wall Builders Ltd.,

(A Development Stage Company)

Condensed Statement of Operations

	Three Months Ended September 30, 2009			Three Months Ended September 30, 2008		From Inception on November 3, 2007, through June 30 2009
	(unaudited)			(unaudited)
REVENUES				$	26,860	$	61,860

OPERATING EXPENSES
Executive Compensation		19,545					134,738
General and administrative	$	1,676			8,620		31,022

Total Expenses	$	21,221			8,620		165,760

PROFIT (LOSS) FROM OPERATIONS	$	(21,221	)		18,240		(103,900	)

PROVISION FOR INCOME TAXES

NET PROFIT (LOSS)	$	( 21,221	)		18,240		(103,900	)

NET LOSS PER SHARE: Basic & Diluted	$	0.00			0.00	$	( 0.02	)
PROVISION FOR INCOME TAXES

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	$	4,800,00			4,640,526	$	4,800,00

The accompanying notes are an integral part of the financial statements

Great Wall Builders Ltd.,

(A Development Stage Company)

Condensed Statement of Cash flows

							From
	Three			Three			Inception on
	Month Ended			Month Ended			(November 3, 2007)
	September 30, 2009			September 30, 2008			to June 30, 2009
	( un-audited)			( un-audited)
CASH FLOWS FROM OPERATING ACTIVITIES:


Net Profit (loss)	$	(21,221	)		18,240		$	(103,900	)
Changes in operating assets and liabilities:
Accounts receivable					26,860
Accrued liabiliies	$	116,341					$	102,651
Net Cash provided by (used) in Operating Activities	$	137,562			(8,620	)	$	(1,249	)
FINANCING ACTIVITIES		-						-

Proceeds from issuance of common stock		-					$	26,000

Net Cash Used by Financing Activities		-					$	26,000

CASH AT BEGINNING OF PERIOD	$	24,751			20,000			20,000

CASH AT END OF PERIOD	$	17,242			11,380		$	24,751

Non-cash activities:
Stock issued for properties							$	37,500

Great Wall Builders

( A Development Stage Company)

Notes to Condensed Financial Statements

September 30, 2009

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DISCRIPTION OF BUSINESS

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

The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”. In a development stage company, management devotes most of its activities to developing a market for its products and services. As at September 30, 2009, the Company generated $61,680 revenue and has accumulated losses of $103,900 since its inception. The Company expects to fund itself in the next twelve months by the sale of common shares, loans from officer and director and private equity funding. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or generate significant revenue and profitable operations. There is no guarantee that the Company will be able to raise any equity financing or generate significant revenue or profitable operations.

GOING CONCERN

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company has incurred continuing and recurring losses from operations and a deficit accumulated during the development stage of approximately $41,400 on June 30, 2009, which among other matters, raises substantial doubt about its ability to continue as a going concern. A significant amount of additional capital will be necessary to advance the development of the Company's products to thepoint at which they may become commercially viable. The Company intends to fund operations through debt and/or equity financing arrangements, working capital and other cash requirements (consistingaccrued liabilities, and amounts due to related parties) for the fiscal year ending September 30, 2009. Therefore, the Company will be required to seek additional funds to finance its current and long-term operations.

The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company believes that its cash on hand and funds expected to be received from additional private investment will be sufficient to meet its liquidity needs for fiscal 2010. However, no assurance can be given that the Company will receive any funds in addition to the funds it has received to date.

The successful outcome of future activities cannot be determined at this time and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

The financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

USE OF ESTIMATES

The Company prepares its financial statements in conformity with Generally Accepted Accounting Principles ("GAAP"), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, among others, estimates fo accrued liabilities, realization of long-lived assets; estimating fair value associated with equity transactions and valuation of deferred tax assets. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of the Company's cash and accrued liabilities approximates their estimated fair values due to the short-term maturities of those financial instruments. Management has concluded that it is not practical to determine the estimated fair value of amounts due to related parties because the transactions cannot be assumed to have been consummated at arm's length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practicable due to the lack of data regarding similar instruments, if any, and the associated potential costs.

Note 2: RECENT ACCOUNTING PRONOUNCEMENTS

In May 2009, the FASB issued a new pronouncement related to “Subsequent Events”. Transactions and events that occur after the balance sheet date but before the financial statements are issued or are available to be issued (which are generally referred to as subsequent events) that are addressed by other GAAP. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. The new pronouncement provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. The pronouncemnt is effective for interim or annual periods ending after June 15, 2009, and must be applied prospectively. The Company adopted this pronsouncement during the year ended June 30, 2009 and it did not have a significant effect on the Company’s financial statements as of that date or for the year then ended. In connection with preparing the accompanying unaudited condensed financial statements as of and for the quarter ended September 30, 2009, management evaluated subsequent events through November 13, 2009 which is the date that such financial statements were issued (filed with the SEC).

In June 2009, the FASB issued The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, which established the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles. SFAS 168 explicitly recognizes rules and interpretative releases of the SEC under federal securities laws as authoritative GAAP for SEC registrants. We adopted the FASB Accounting Standards Codification and the Hierarch of Generally Accepted Accounting Principles as of July 1, 2009 the adoption of this pronouncement did not have a material impact on the Company’s results of operations, financial position or liquidity.

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

FORWARD-LOOKING STATEMENTS

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.

COMPANY OVERVIEW AND BUSINESS OPERATIONSOVERVIEW

Great Wall Builders Ltd., 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 regions of the United States as well as in China. The need for affordable homes with solar integrated system in the United States is in great demand due to change of consumer preferences for smaller homes and rising energy costs. We plan to design and sell affordable homes and offer other innovative solar integrated system such as solar roof tiles, solar hot water heaters and solar photovoltaic systems. We expect to promote our affordable homes for American families with solar integrated features in the U.S. and China.

Great wall Builders Ltd, is a home builder specializes in building solar energy homes and installation of solar related home products. Advances in solar technology, the relentless rise of conventional electricity prices, and increasingly compelling environmental and geopolitical realities are leading homeowners, businesses and government entities to invest in solar power systems at an accelerating rate.Our management believes that solar homes will be next building trend in the United States and abroad. We are looking for affordable building sites to build solar homes in Texas and other regions of the United States. As of the date of this Quarterly Report, we have incurred a net loss of $21,221.00.

RESULTS OF OPERATION

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, Private Placement Offerings, Employee Stock Options Plans and loans from officers and directors.

Three month period ended September 30th, 2009 compared to the period from inception ( November 3, 2007) to June 30, 2009 Our net loss for the three-month period ended Sept. 30,2009 was $21,221 compared to a net loss of $103,900 during the period from inception (November 3, 2007) to June 30th 2009. During the three-month period ended September 30th, 2009, we generated -0- in revenue. During the three-month period ended September 30, 2009, we incurred the general & administrative expense of $1,676.00 compared to $31,022.00 incurred during the period from inception (Novemeber 3, 2007) to June 30th, 2009. General and administrative expenses incurred during the three-month period ended September 30th, 2009 were generally related to corporate overhead, legal and accounting, stock transfer agents, Edgar filings.

Our net loss during the three-month period ended September 30th, 2008 was $21,221 or $0.00 per share compared to a net loss of $103,900 or ($0.012) per share during the period from inception (November 3, 2007) to June 30th, 2009.

LIQUIDITY AND CAPITAL RESOURCES

As at the three-month period ended September 30th, 2009, our current assets were $17,242.00 and our total liabilities were $116,341.00 which resulted in a working capital negative of $99,099.00 As at the three-month period ended September 30th, 2009, current assets were comprised of $17,242.00 in cash compared to $24,751.00 in current assets at fiscal year ended June 30, 2009. Stockholders' Deficit increased from $40,440 for fiscal year ended June 30th, 2009 to $42,076 for the three-month period ended September 30th, 2009. As at the three-month period ended September 30th, 2009, our current assets were $17,242.00 and our total liabilities were $116,341.00 which resulted in a negative working capital of $99,099.00 Stockholders deficit increased from $40,400 for fiscal year ended June 30th, 2009 to $42,076 for the three-month period ended September 30th, 2009.

PLAN OF OPERATION AND FUNDING

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next 12 months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to:(i) acquisition of building lots; (ii) architectural and engineering fees (iii) international and domestic travel expenses (iv) our expansion plans in China’s market. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements.

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES- Our management has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) or 15d-15(e) as of the end of the period covered by this report. Based on that evaluation, our management has concluded that the current disclosure controls and procedures provide them with reasonable assurance that they are effective to provide them with timely material information relating to us required to be disclosed in the reports we file or submit under the Exchange Act.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING-Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are 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 material interest adverse to us.

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

There were no unregistered sales of equity securities during the quarterly period ended September 30th, 2009.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended September 30tht, 2009.

Item 5. OTHER INFORMATION

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 to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

Great Wall Buillders Ltd.,

/s/ Tian Jia,

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

November 13, 2009

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

/s/ Tian Jia,

By Tian Jia, Chief Executive Officer,

Chief Financial Officer.

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