U.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 December 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 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 December 31, 2010.

 

 

Explanation Note:

The reason for filing this Amendment No. 2 on Form 10-Q is to provide supplementary disclosures to the registrant Form 10-Q filled with the US Securities and Exchange Commission on May 25, 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)  Supplemental disclosure of 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).

 

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.

 

 

 

1

 

 

 

GREAT WALL BUILDERS Ltd.

Form 10-Q Report Index 

 

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

 

 

 

 

2

 

PART 1: FINANCIAL STATEMENTS

 

GREAT WALL BUILDERS LTD.

 

(A Development Stage Company)

 

Condensed Balance Sheets

 

  

 

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

 

 

3

 

 

 

Great Wall Builders.

 

( A Development Stage Company)

 

Condensed Statements of Operations ( un-audited)

 

　

		Three   Months   Ended   December   31st   2010				Three   Months   Ended   December   31st   2009				Six   Months   Ended   December   31st   2010				Six   Months   Ended   December   31st   2009				From   Inception on November   3,2007   Through June 30   2009
Revenue		$	-			$				$	-			$				$	61,860
Operating Expenses
Executive Compensation		$	19,545			$	19,545			$	39,090			$	39,090				252,008
General & Administrative Expenses		$	1,015			$	1,700			$	3,965				3,375				43,403
Total Operating Expenses		$	20,560			$	21,245			$	43,055			$	42,465				295,441
Loss From Operations		$	(20,560)				$ ( 21,245)				$ (43,055)				$ (42,465)				(233,551)
Net Profit ( Loss) Per Share			0.00				0.00				0.00				0.00			$	(0.02)
Weighted Average Number of   Shares Outstanding-   Basic and Diluted			4,800,000				4,640,526				4,800,000				4,640,526				4,800,000

The accompanying notes are an integral part of the financial statements

 

4

 

 

 

GREAT WALL BUILDERS LTD.

 

(A Development Stage Company)

 

　Condensed Statement of Cash flows (Un-audited)

 

										November 3, 2007
		Six-Months ended December 31,								(Inception) to
		2010				2009				December 31,   2010
OPERATING ACTIVITIES:
Net loss		$	(43,055	)		$	(42,466	)		$	(233,551	)
Changes in operating assets and liabilities:
Account payable and accrued liabilities			42,728				21,006				181,804
Net cash used in operating activities:			(327	)			(21,460	)			(51,474	)
FINANCING ACTIVITIES:
Stock subscriptions			-				-				26,000
Net cash provided by financing activities:			-				-				26,000
Net increase (decrease) in cash			(327	)			(21,460	)			(25,747)
Cash at beginning of period			580				24,751				26,000
Cash at end of period		$	253			$	3,291			$	253
SUPPLEMENTAL CASH FLOW INFORMATION:
Non cash financing activities
Stock issued for properties		$				$				$	37,500

 

 

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

 

 

 

5

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 $233,551 on December 31, 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.

 

6

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 December 31, 2010.

 

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 December 31, 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 financial instruments approximates their fair value because of the short maturity of these instruments.

 

　

NOTE 4 -RELATED PARTY TRANSACTIONS

 

As of December 31, 2010, there is an accrued salary payable to our Officer, Tian Jia, in the amount of $207,804.

 

 

 

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.

7

 

NOTE 6-SUBSEQUENT EVENTS

 

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through February 21, 2011, the date the financial statements were issued.

 

　

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

 

　

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

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 $20,560.

 

8

 

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 December 31, 2010 compared to the period from inception (November 3, 2007) to December 31, 2010 Our net loss for the three-months period ended December 31, 2010 was $20,560 compared to a net loss of $233,551 during the period from inception (November 3, 2007) to December 31,

 

2010. During the three-months period ended December 31, 2010, we generated -0- in revenue. During the three-month period ended December 31, 2010, we incurred the general & administrative expense of $1,015 compared to $43,403 incurred during the period from inception (November 3, 2007) to December 31, 2010. General and administrative expenses incurred during the three-month period ended December 31, 2010 were generally related to corporate overhead, legal and accounting, stock transfer agents, Edgar filings.

 

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

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of the three-months period ended December 31, 2010, our current assets were $253 and our total liabilities were $207,804 which resulted in a working capital negative of $207,551.As of the three-month period ended December 31, 2010, current assets were comprised of $253 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 $233,551 for the three-months period ended December 31, 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.

 

　

9

 

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 December 31, 2010.

 

　

Item 3:　 DEFAULTS UPON SENIOR SECURITIES

 

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.

 

　

　

10

 

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 Builders Ltd.

 

　/s/ Tian Jia,

 

　

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

 

　

June 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.