U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Amendment 2)

 

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

For the quarterly period ended March 31 , 2010

 

[ ] 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 has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months ( for such shorter period that the registrant was required to submit and post such files).  Yes [   ]  No [ x ]

 

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 March 31, 2010

 

Explanation Note:

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

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

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

This amendment No: 2 does it reflect any changes that may have occurred subsequent to the original filing, the other Items in the Initial Filing remain unchanged and are not restated herein.

　

 

 

                                                             GREAT WALL BUILDERS Ltd.

                                                                          Index 

 

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

 

 

 

ITEM 1 - FINANCIAL STATEMENTS

 

GREAT WALL BUILDERS LTD.,

(Development Stage Company)

BALANCE SHEET

 

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

 

 

The accompanying notes are an integral part of these financial statements

 

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GREAT WALL BUILDERS LTD.,

(Development Stage Company)

STATEMENTS OF OPERATIONS

( unaudited)

 

																		For the Period from
		For the three months								For the nine months								November 3, 2007
		ended								ended								(Inception) through
		March 31								March 31								March 31
		2010				2009				2010				2009				2010
Revenues		$	-			$	14,000			$	-			$	61,860			$	61,860
Total revenue			-				14,000				-				61,860				61,860
Operating Expenses
General and administrative			1,993				6,385				7,997				21,436				39,020
Executive Compensation			$19,545				-				$58,635				-				$193,373
Total Operating Expenses			21,538				6,385				$66,632				21,436				232,393
INCOME (LOSS) FROM OPERATION			(21,538)				7,615				$66,632				40,424				(170,533)	)
PROVISION FOR INCOME TAX			-				-				-
NET INCOME (LOSS)		$	(21,538)			$	7,615			$	(66,632)			$	40,424				(170,533)	)
Income (loss) per share-basic and
PdDiluted			0.00				0.00				(0.01)				0.00
Weighted average number of share outstanding –basic and Diluted			4,800,000				4,640,526				4,800,000				4,640,526				4,800,000

                                 

 

 

 

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GREAT WALL BUILDERS LTD.,

(Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

 

										For the Period
										from
		For the nine months ended								November 3, 2007 through
		March 31								March 31
		2010				2009				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)		$	(66,632)			$	40,424			$	(170,533)
Adj
Changes in operating assets and Liabilities:
Accounts payable and accrued liabilities		$	145,531			$	42,880				$145,531
Net cash (used) provided by operating activities		$	(209,535)			$	(2,456)				$(25,002)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock subscriptions			-				-				26,000
CASH- BEGINNING OF PERIOD		$	3,291			$	26,809
CASH -END OF PERIOD		$	998			$	24,203
SUPPLEMENTAL CASH FLOW INFORMATION:
Stock issued for properties											37,500
			-				-				-

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

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Great Wall Builders

A Development Stage Company

Notes to Condensed Financial Statements

 

 

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

DISCRIPTION OF BUSINESS

 

Great Wall Builders Ltd. ( the “Company”) 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.

 

As of March 31, 2010, the Company generated $61,860 revenue and has accumulated losses of $170,533 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 $170,533 on March 31,2010 which among other matters, raises 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 the point 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 for the fiscal year ending March 31,2010. 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.

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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.

 

BASIS OF PREPARATION

 

The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ( “GAAP “) for interim Financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation.

 

USE OF ESTIMATE

The preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

CASH AND CASH EQUIVALENTS

 

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

 

INCOME TAXES

 

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

 

NET LOSS PER SHARE

 

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company currently has no dilutive securities and as such, basic and diluted loss per share are the same for all periods presented.

 

 

5

 

 

 

CONCENTRATION OF CREDIT RISK

 

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash.  The Company maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed FDIC insured limits.

 

FAIR VALUE FINACIAL INSTRUMENTS

The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There is no impact relating to the adoption of ASC 820 to the Company’s financial statements.

 

The carrying amounts of the Company’s financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

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

 

NOTE 2 – Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May 12 , 2010, the date the financial statements were issued.

 

 

 

6

 

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

 

OVERVIEW

Great Wall Builders Ltd., ( the “company”) incorporated in Texas on November 3, 2007. We plan to provide affordable homes with solar integrated system in Texas. Growth and expansion opportunities have also been identified in other 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.

 

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our un-audited condensed consolidated financial statements for the nine months ended March 31, 2010 and 2009, which have been prepared in accordance with GAAP.

 

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying value of assets and liabilities that are other readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may materially differ from our estimates.

 

7

 

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 and loans from officers and directors.

 

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

 

Our net loss during the nine-month period ended March 31,2010 was $66,632 or $0.01 per share compared to a net loss of $170,533 or $0.03 per share during the period from inception (November 3, 2007) to March 31,2010.

 

LIQUIDITY AND CAPITAL RESOURCES

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

 

PLAN OF OPERATION AND FUNDING

Anticipated loans from officer and director, existing working capital, further advances and debt instruments, and anticipated cash flow were  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.

 

8

 

OFF-BALANCE SHEET ARRANGEMENTS

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

 

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

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

Based on that evaluation, the Company management concluded, as of the end of the period covered by this report, that the Company disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

 

 

PART II. OTHER INFORMATION

 

Item 1.  LEGAL PROCEEDINGS

None

 

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

None

 

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None

 

9

 

 

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

 

None

 

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/Principal Accounting Officer

May 23, 2011

 

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/ Principal Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

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