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EX-32 - CERTIFICATION - GREAT WALL BUILDERS LTD.ex32gwbu10q123111.htm
EX-31 - CERTIFICATION - GREAT WALL BUILDERS LTD.ex31gwbu10q123111.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 December 31, 2011


[ ] 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)

 


1177 South US Highway

Vero Beach, FL 32962

(Address of principal executive offices)

 

(206) 337-8045

(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 file

[  ]    

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 [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 (or for such shorter period that the registrant was required to submit and post such files).  [x] Yes   [  ] No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: 360,000,000 as of February 17, 2012.

 







GREAT WALL BUILDERS Ltd.


Form 10-Q Report Index



 

Page No.

PART 1. FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements

 

 

 

Condensed Balance Sheets (unaudited)

2

 

 

Condensed Statements of Operations (unaudited)

3

 

 

Condensed Statements of Cash Flows (unaudited)

4

 

 

Notes to Condensed Financial Statements (unaudited)

5-7

 

 

Item 2. Management Discussion and Analysis of Financial Condition

8

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

10

 

 

Item 4. Control and Procedures

10

 

 

PART 11. OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

11

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

11

 

 

Item 3. Defaults Upon Senior Securities

11

 

 

Item 5. Other Information

11

 

 

Item 6. Exhibit

11

 

 

Item 7. Signature

11







 PART 1: FINANCIAL STATEMENTS


Great Wall Builders Ltd.

(A Development Stage Company)

December 31, 2011

(unaudited)

Index



Balance Sheets (unaudited)

2


Statements of Operations (unaudited)

3


Statements of Cash Flows (unaudited)

4


Notes to the Financial Statements (unaudited)

5







 GREAT WALL BUILDERS LTD.

 (A Development Stage Company)

 Balance Sheets

 (Expressed in U.S. dollars)

 (unaudited)


 

 December 31,

 2011

 $

 June 30,

 2011

 $

 

 

 

ASSETS

 

 

 

 

 

Cash

271

 

 

 

Total current assets

271

 

 

 

Property

37,500

 

 

 

Total Assets

37,771

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

10,178

Loan from shareholder (Note 5)

53,105

Due to related parties (Note 4)

248,057

 

 

 

Total Liabilities

63,283

248,057

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred Stock

 

 

Authorized: 98,989,886 preferred shares with a par value of $0.0001 per share

 

 

Issued and outstanding: nil preferred shares

 –

 –

 

 

 

Common Stock

 

 

Authorized: 918,816,988 common shares with a par value of $0.0001 per share

 

 

Issued and outstanding: 360,000,000 common shares

 36,002

 36,002

 

 

 

Additional Paid-In Capital

 27,498

 27,498

 

 

 

Accumulated Deficit during the Development Stage

(126,783)

(273,786)

 

 

 

Total Stockholders’ Deficit

(63,283)

(210,286)

 

 

 

Total Liabilities and Stockholders’ Deficit

37,771

 

 

 





(The accompanying notes are an integral part of these financial statements)


2





 GREAT WALL BUILDERS LTD.

 (A Development Stage Company)

 Statements of Operations

 (Expressed in U.S. dollars)

 (unaudited)


 



For the

Three Months Ended

December 31,

For the

Six Months Ended

December 31,

Accumulated from the Period from November 3, 2007 (Date of Inception) to December 31,

2011

$

2011

$

2010

$

2011

$

2010

$

 






Revenues

 –

 –

 –

 –

61,860

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 15,116

 1,015

 26,554

 3,965

71,102

Management fees (Note 4)

 –

 19,545

 –

 39,090

291,098

 

 

 

 

 

 

Total Operating Expenses

 15,116

 20,560

 26,554

 43,055

362,200

 

 

 

 

 

 

Net Loss before Other Income (Expense)

 (15,116)

 (20,560)

 (26,554)

 (43,055)

(300,340)

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

 

 

 

Gain on settlement of debt (Note 4)

 –

 –

 173,557

 –

173,557

 

 

 

 

 

 

Net income (loss)

 (15,116)

 (20,560)

 147,003

 (43,055)

(126,783)


Net Earnings per Share – Basic and Diluted        

 –

 –

 

 –

 

 –

 


Weighted Average Shares Outstanding – Basic and Diluted             

 

 360,000,000

 360,000,000

 

 360,000,000

 360,000,000

 

 

 

 

 

 

 












(The accompanying notes are an integral part of these financial statements)


3





 GREAT WALL BUILDERS LTD.

 (A Development Stage Company)

 Statements of Cash Flows

 (Expressed in U.S. dollars)

 (unaudited)


 

For the Six Months Ended

December 31,

2011

$

For the Six Months Ended

December 31,

2010

$

Accumulated from the Period from November 3, 2007 (Date of Inception) to December 31,

2011

$

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net income (loss)

147,003

(43,055)

(126,783)

 

 

 

 

Adjustments to net income (loss) relating to non-cash operating items:

 

 

 

Gain on settlement of debt

(173,557)

(173,557)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

10,178

42,728

10,178

Due to related parties

248,057

 

 

 

 

Net Cash Used In Operating Activities

(16,376)

(327)

(42,105)

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

Proceeds from issuance of common stock

26,000

Proceeds from loans from shareholders

53,105

53,105

Repayment to related parties

(37,000)

(37,000)

 

 

 

 

Net Cash Provided By Financing Activities

16,105

42,105

 

 

 

 

Decrease in Cash

(271)

(327)

 

 

 

 

Cash – Beginning of Period

271

580

 

 

 

 

Cash – End of Period

253

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

Interest paid

Income tax paid

 –

 

 

 

 

 

 

 

 


 


(The accompanying notes are an integral part of these financial statements)


4



GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Notes to the Financial Statements (unaudited)

December 31, 2011



1.

Nature of Operations and Continuance of Business

Great Wall Builders Ltd. (the “Company”) was incorporated in the State of Texas on November 3, 2007.  The Company formerly provided homes with a solar integrated system in Texas, with the plans to expand to other parts of the United States and China. The Company has ceased those operations  and is now a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s focus is towards identifying and pursuing the development of a new business plan and direction. No assurances can be given that the Company will be successful in identifying and developing a successful business plan.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2011, the Company has a working capital deficit of $63,283 and an accumulated deficit of $126,783. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  


2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.

b)   Use of Estimates

The preparation of financial statements in conformity with US 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 the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)

Interim Financial Statements

These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.


d)

Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  As at December 31 and June 30, 2011, the Company had no cash equivalents.



5



GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Notes to the Financial Statements (unaudited)

December 31, 2011



2.

Summary of Significant Accounting Policies (continued)

e)

Revenue recognition

The Company is in the development stage and has yet to realize revenues from operations.  The Company plans to recognize revenue from the sales of its products or services in accordance with ASC 605, “Revenue Recognition.” Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the product or service has been provided, and collectability is reasonably assured.

f)

Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.  As at December 31 and June 30, 2011, there were no potentially dilutive securities.  

g)   Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of accounts payable and accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.



6



GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Notes to the Financial Statements (unaudited)

December 31, 2011



2.

Summary of Significant Accounting Policies (continued)

i)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Property

 

 

Cost

$

 

Accumulated Amortization

$

 

Disposal

$

 

December 31, 2011

Net Carrying Value

$

 

June 30,

2011

Net Carrying Value

$

 

 

 

 

 

 

 

 

 

 

 

Residential property lots

 

37,500

 

 

(37,500)

 

 

37,500


4.

Related Party Transactions

a)

As at December 31, 2011, the Company owes $nil (June 30, 2011 - $248,057) to the former President and CEO of the Company. On August 2, 2011, the former President and CEO of the Company and a director of the Company resigned.  As part of the release and settlement agreement, the Company settled amounts owing of $248,057, with a final cash payment of $37,000, a transfer of title to three residential lots with a value of $37,500, resulting in a gain on settlement of debt of $173,557.  

b)

During the six months ended December 31, 2011, the Company incurred $nil (2010 - $39,090) in management fees to the former President and CEO of the Company.


5.

Loan from Shareholder

As at December 31, 2011, the Company owes $53,105 to a shareholder of the Company for financing of day-to-day operations.  Under the terms of the loan, the amount owing is unsecured, non-interest bearing, and due on demand.  


6.

Common Shares

On November 22, 2011, the Company approved a seventy-five to one forward split, which increased the number of issued and outstanding common shares from 4,800,000 common shares to 360,000,000 common shares, which has been applied on a retroactive basis.


7.

Subsequent Events

We have evaluated subsequent events through February 17, 2012, the date of issuance of the financial statements, and did not identify any material recognizable subsequent events.








7





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

 

COMPANY OVERVIEW AND BUSINESS OPERATIONS OVERVIEW

 

Great Wall Builders Ltd. (the “Company”) was incorporated in Texas on November 3, 2007, under the laws of the State of Texas to engage in any lawful corporate undertaking.  The Company was previously engaged in developing a business plan to build affordable homes in the USA.


The Company decided prior to its fiscal year ended June 30, 2011, to redirect its business focus towards identifying and pursuing options regarding the development of a new business plan and direction.  The Company is currently looking for ventures of merit for corporate participation as a means of enhancing stockholder value.  This may involve sales of our equity or debt securities in merger or acquisition transactions.  No such ventures have been identified as of the date of this quarterly report.


As of December 31, 2011, we had not generated any revenues.  We have been issued an opinion by our auditor that raises substantial doubt about our ability to continue as a going concern based on our current financial position.  Please refer to Note 1 of our financial statements.


RESULTS OF OPERATIONS


Working Capital


 

M

 

  

December 31,

June 30,

  

2011

$

2011

$

Current Assets

-

      271

Current Liabilities

62,283

248,057

Working Capital (Deficit)

(63,283)

(247,786)



Cash Flows


 

 

 

  

Six months ended December 31,

2011

$

Six months ended December 31,

2010

$

 

 

 

 

 

 

 

 

 

Cash Flows from (used in) Operating Activities

(16,376)

(327)

Cash Flows from (used in) Financing Activities

16,105

-

Net Increase (decrease) in Cash During Period

(271)

(327)


Operating Revenues


We have not generated any revenues since inception.


Operating Expenses and Net Loss


Operating expenses for the six months ended December 31, 2011 were $26,554 compared with $43,055 for the six months ended December 31, 2010. The decrease is due to the fact that the Company did not have any




8





management fees for the current year but had higher general expenses relating to legal and transfer agent fees regarding the change in control/management that occurred during the year.


During the six months ended December 31, 2011, the Company recorded a net income of $147,003 compared with a net loss of $43,055 for the six months ended December 31, 2010.   During the six month period ended December 31, 2011, the Company settled $248,057 of amounts owing to the former management of the Company in exchange for a cash payment of $37,500 and three residential property lots valued at $37,500, which resulted in a gain on settlement of debt of $173,557.


Liquidity and Capital Resources


As at December 31, 2011, the Company’s cash and total assets was $nil compared to cash and total assets of $271 as at June 30, 2011. The decrease in cash and total assets was due to the fact that the Company incurred operating expenditures during the year and repaid/settled related party debts with payment of cash.  


As at December 31, 2011, the Company had total liabilities of $63,283 compared with total liabilities of $248,057 as at June 30, 2011. The decrease in total liabilities is attributed to the settlement of $248,057 of outstanding related party debt from former management.   As of December 31, 2011, the Company had accumulated new debt from a shareholder in the amount of $53,105 which was used to pay for operating expenses incurred on by the Company.   


Cashflow from Operating Activities


During the six months ended December 31, 2011, cash used in operating activities was $16,376 compared with $327 of cash flows used in operating activities during the six months ended December 31, 2010.    The increase in the cash used for operating expenses is due to expenses incurred with respect to legal and filing fees incurred with the change in management and forward stock split of the Company’s issued and outstanding common shares.      

 

Cashflow from Financing Activities


During the six months ended December 31, 2011, the Company received $16,105 of cash from financing activities compared with $nil during the six months ended December 31, 2010.  The increase in cash flow from financing activities is related to funding provided by a shareholder of the Company to fund operating expenses and settle amounts owing from the former President and Director of the Company.    


 

PLAN OF OPERATION AND FUNDING

 

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


Existing working capital, further advances from our officer and director, 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 advance from officer and director.  In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to:


(i) acquisition of businesses or assets; (ii) professional fees relating to such acquisitions; (iii) international and domestic travel expenses (iv) other expenses related to being a public company.  We intend to finance these expenses with further issuances of securities, advance from our officer and director and debt.  Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements.






9





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

 

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, 2011. 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

 

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 December 31, 2011.


Item 3: DEFAULTS UPON SENIOR SECURITIES


None




10






Item 5: OTHER INFORMATION


None.

 

Item 6: EXHIBITS


Exhibit 31.

 Certification of Peter Evan Bell pursuant to rule 13a-14a.

 

Exhibit 32

Certification of Peter Evan bell pursuant to U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.INS*

XBRL Instance Document


101.SCH*

XBRL Taxonomy Extension Schema Document


101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document


101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document


101.LAB*

XBRL Taxonomy Extension Definition Linkbase Document


101.PRE*

XBRL Taxonomy Extension Defition Linkbase Document


*  XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Great Wall Builders Ltd.


/s/ Peter Evan Bell

By: Peter Evan Bell

Chief Executive Officer/Chief Financial Officer


February 17, 2012




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