.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

( Amendment 2)

 

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

 

For the quarterly period ended September 30, 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 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 September 30, 2010.

 

 

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Explanation Note:

The reason for filing this Amendment No. 3 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: 3 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.

Form 10-Q Report Index 

 

	Page No.
PART 1. FINANCIAL INFORMATION
Item 1: Financial Statements
Condensed Balance Sheets	1
Condensed Statement of Operations	2
Condensed Statement of Cash Flows	3
Notes to Condensed Financial Statements	4-7
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	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

 

 

 

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Item 1: FINANCIAL STATEMENTS

 

 

GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Condensed Balance Sheets

 

 

 

		September 30,				June 30,
		2010				2010
		(Un-audited)
Assets
Current Assets
Cash		$	296			$	580
Total Current Assets			296				580
Properties			37,500				37,500
TOTAL ASSETS		$	37,796			$	38,080
LIABILITIES and STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued liabilities		$	187,287			$	165,076
Total Current Liabilities			187,287				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			(212,991	)			(190,496	)
Total Stockholders’ Deficit			(149,491	)			(126,996	)
TOTAL LIABILITIES and STOCKHOLDERS’ DEFICIT		$	37,796			$	38,080

 

 

The accompanying notes are an integral part of the condensed financial statements.

 

 

 

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GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Condensed Statement of Operations (Un-audited)

 

 

		Three-months ended								November 3, 2007
		September 30,								(Inception) to
		2010				2009				September 30, 2010
REVENUES		$	-			$	-			$	61,860
OPERATING EXPENSES
Executive compensation			19,545				19,545				232,463
General and administrative			2,950				1,676				42,388
Total Operating Expenses			22,495				21,221				274,851
LOSS FROM OPERATIONS			(22,495	)			(21,221	)			(212,991	)
PROVISION FOR INCOME TAXES			-				-				-
NET LOSS		$	(22,495	)		$	(21,221	)		$	(212,991	)
LOSS PER SHARE: Basic & Diluted		$	(0.005	)		$	(0.004	)		$	(0.045	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING			4,800,000				4,800,000				4,800,000

 

The accompanying notes are an integral part of the condensed financial statements.

 

 

 

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GREAT WALL BUILDERS LTD.

(A Development Stage Company)

 Condensed Statement of Cash flows (Un-audited)

 

 

										November 3, 2007
		Three-months ended September 30,								(Inception) to
		2010				2009				September 30, 2010
OPERATING ACTIVITIES:
Net loss		$	(22,495	)		$	(21,221	)		$	(212,991	)
Changes in operating assets and liabilities:
Account payable and accrued liabilities			22,211				13,712				187,287
Net cash used in operating activities:			(284	)			(7,509	)			(25,704	)
FINANCING ACTIVITIES:
Stock subscriptions			-				-				26,000
Net cash provided by financing activities:			-				-				26,000
Net increase (decrease) in cash			(284	)			(7,509	)			296
Cash at beginning of period			580				24,751				-
Cash at end of period		$	296			$	17,242			$	296
SUPPLEMENTAL CASH FLOW INFORMATION:
Non cash financing activities
Stock issued for properties		$	-			$	-			$	37,500

 

 

The accompanying notes are an integral part of the condensed financial statements.

 

 

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GREAT WALL BUILDERS LTD.

(A Development Stage Company)

Notes to Condensed Financial Statements

 

NOTE 1- NATURE OF OPERATION

 

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.

 

NOTE 2-GOING CONCERN

 

The accompanying 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 $212,991 on September 30, 2010 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 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 June 30, 2011. Thereafter, 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 officer and director will be sufficient to meet its liquidity needs for fiscal year ending 2011. However, no assurance can be given that the Company will receive any funds in addition to the funds it has received to date.

 

NOTE 3- SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.  

 

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 all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  The Company had no cash equivalent as of June 30, 2010 and September 30, 2010.

 

 

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INCOME TAXES

 

Income taxes are accounted for under the assets and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

 

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.

 

STOCK-BASED COMPENSATION

 

Stock-based compensation is accounted for at fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 (FASB ASC 718) “Stock Compensation”.  As of September 30, 2010, the Company has not adopted a stock option plan and has not granted any stock options.

 

FINANCIAL INSTRUMENTS

 

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

As of September 30, 2010, there is an accrued salary payable to our Officer, Tian Jia, in the amount of $187,287.

 

NOTE 5- RECENT ACCOUNTING PRONOUNCEMENTS

 

In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.

 

In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.

 

NOTE 6-SUBSEQUENT EVENTS

 

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through October 22, 2010, the date the financial statements were issued.

 

 

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

 

 

COMPANY OVERVIEW AND BUSINESS OPERATIONS OVERVIEW

 

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 $22,495.

 

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-months period ended September 30, 2010 compared to the period from inception (November 3, 2007) to September 30, 2010 Our net loss for the three-months period ended September 30, 2009 was $22,495 compared to a net loss of $212,991 during the period from inception (November 3, 2007) to September 30, 2010.  During the three-months period ended September 30, 2010, we generated -0- in revenue. During the three-month period ended September 30, 2010, we incurred the general & administrative expense of $2,950 compared to $42,388 incurred during the period from inception (November 3, 2007) to September 30, 2010. General and administrative expenses incurred during the three-month period ended September 30, 2010 were generally related to corporate overhead, legal and accounting, stock transfer agents, Edgar filings.

 

 

8 

 

Our net loss during the three-months period ended September 30, 2010 was $22,495 or ($0.005) per share compared to a net loss of $212,991 or ($0.045) per share during the period from inception (November 3, 2007) to September 30, 2010.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of the three-months period ended September 30, 2010, our current assets were $296 and our total liabilities were $187,287 which resulted in a working capital negative of $186,991.  As of the three-month period ended September 30, 2010, current assets were comprised of $296 in cash compared to $580 in current assets at fiscal year ended June 30, 2010. Stockholders' Deficit increased from $190,496 for fiscal year ended June 30, 2010 to $212,991 for the three-months period ended September 30, 2010. As of the three-month period ended September 30, 2010, our current assets were $296 and our total liabilities were $187,287 which resulted in a negative working capital of $186,991 and stockholder's deficit increased from $190,496 for fiscal year ended June 30, 2010 to $212,991 for the three-month period ended September 30, 2010.

 

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. 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 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, advance from our officer and director. 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

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 September 30, 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.

 

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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 30, 2010.

 

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 30, 2010.

 

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.

 

 

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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

 

May 24, 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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