U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QA
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended 09/30/2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.333-153182
Great Wall Builders Ltd.,
(Exact name of registrant as specified in its charter)
| Texas | 71-1051037 |
| (State or other jurisdiction | (I.R.S. Employer Identification No.) |
| of incorporation or organization) |
2620 Fountainview #115B
Houston, Texas 77057
(Address of principal executive offices)
1-281-575-0636
(Issuer's telephone number)
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No[
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Small Reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date: 4,800,000 as of Sept. 30th, 2008.
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GREAT WALL BUILDERS Ltd.
Form 10-QA Report Index
Page No: | |
| PART 1. FINANCIAL INFORMATION | |
Item 1. Financial Statements | |
| Balance Sheet | 3 |
| Condensed Statements of Operations | 4 |
| Statement of Shareholder’s Equity | 5 |
| Statement of Cash Flows | 6 |
| Notes to financial Statements | 7 |
Item .2 Management Discussion and Analysis of Financials | 7-10 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 10 |
Item 4. Control and Procedures | 10 |
| PART 11. OTHER INFORMATION | |
Item 1. Legal Proceedings | 11 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
Item 3. Defaults Upon Senior Securities | 11 |
Item 4. Submission of Matters to a Vote of Securities Holders | 11 |
Item 5. Other Information | 11 |
Item 6. Exhibit | 11 |
Item 7. Signature | 12 |
This Amendment No. 1 on Form 10-Q/A is filed to amend the Quarterly Report on Form 10-Q of Great Wall Builders Ltd., (the “Company ”) for the fiscal quarter ended September 30, 2008 (the “Initial Filing”) in order to comply with Regulation S-X (17 CFR Part 210.8.03), related to the review of interim report by Moore & Associates Chartered, our Independent Registered Public Accounting Firm prior to filings.
Except as set forth in this Amendment No. 1 on Form 10-Q/A, the other Items in the Initial Filing remain unchanged and are not restated herein. This Amendment No. 1 continues to reflect circumstances as of the date of the Initial Filing and the Company has not updated the disclosures contained therein to reflect events that occurred at a later date.
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Great Wall Builders Ltd.
(A Development Stage Company)
Balance Sheets
Sept.30th, | June 30th | |||||||
| 2008 | 2008 | |||||||
| (un-audited) | (Audited) | |||||||
| CURRENT ASSET | ||||||||
| Cash & cash equivalent | $ | 11,380 | $ | 20,000 | ||||
| Account Receivable | $ | 26,860 | -0- | |||||
| Total Current Assets | $ | 38,240 | $ | 20,000 | ||||
Long Term Asset: | ||||||||
| Land | $ | 37,500 | $ | 37,500 | ||||
| Total Assets | $ | 75,740 | $ | 57,500 | ||||
| Liabilities and Stockholder’s Equity | ||||||||
| Liabilities | ||||||||
| Accrued liabilities | $ | 50,558 | 50,558 | |||||
| Total Liabilities | $ | 50,558 | 50,558 | |||||
| Shareholder’s Equity | ||||||||
| Preferred stock 98,989,886 shares -0- authorized | ||||||||
| Common stock 918,816,988 shares authorized: $0.0001 par value: 4,800,000 shares issued & outstanding | 482 | $ | 482 | |||||
| Additional paid-in capital | 63,018 | $ | 63,018 | |||||
| Deficit accumulated during development stage | (38,318 | ) | $ | (56,558 | ) | |||
| Total Stockholders’ Equity | 25,182 | $ | 6,942 | |||||
| Total Liabilities and Stockholder’s Equity | $ | 75,740 | $ | 57,500 | ||||
The accompanying notes are an integral part of these financial statements
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Great Wall Builders Ltd.,
(A Development Stage Company)
Condensed Statement of Operations
Three Months Ended Sept. 30th 2008 | From Inception on Nov 3, 2007, Through Sept. 30th 2008 | |||||||
| (unaudited) | (audited) | |||||||
| REVENUES | $ | 26,860 | $ | 26,860 | ||||
| OPERATING EXPENSES | ||||||||
| General and administrative | $ | 8,620 | $ | 65,178 | ||||
| Total Expenses | $ | 8,620 | $ | 65,178 | ||||
| PROFIT (LOSS) FROM OPERATIONS | $ | 18,240 | $ | (38,318) | ||||
| NET PROFIT (LOSS) | $ | 18,240 | $ | (38,318) | ||||
| BASIC PROFIT (LOSS) PER COMMON SHARE | $ | 0.0038 | $ | 0.00 | ||||
| PROVISIONS FOR INCOME TAXES | -0- | -0- | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | $ | 4, 640, 526 | $ | 4,640,526 | ||||
The accompanying notes are an integral part of these financial statements
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Great Wall Builders Ltd.,
(A Development Stage Company)
Statement of Stockholder’s Equity
From Inception (Nov. 3, 2007) to September 30th, 2008
(unaudited)
| Deficit | ||||||||||||||||||||
| Additional | accumulated | Total | ||||||||||||||||||
| Common Stock | Paid-in | development | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | during stage | Equity | ||||||||||||||||
| From Inception through Sept 30th, 2008. | ||||||||||||||||||||
| Common stock issued for non-cash assets at $0.013 per share on 12/18/2007 | 1,964,5000 | $ | 196.00 | $ | 18,804 | $ | 19,000 | |||||||||||||
| Common stock issued for cash at $0. 013 per share on 12/28/2007 | 2,832,000 | $ | 283.00 | $ | 37,217 | $ | 37,500 | |||||||||||||
Common stock issued for cash at $2.00 per share on 1/16//2008 | 3,500 | $ | 3 | $ | 6,997 | $ | 7,000 | |||||||||||||
| Net loss from inception through June 30th,2008 | $ | (56,558 | ) | $ | (56,558 | ) | ||||||||||||||
| Balance on June 30th, 2008 | 4,800,000 | $ | 482 | $ | 63,018 | $ | (56,558 | ) | $ | 6,942 | ||||||||||
| Net Profit 9/30/2008 | $ | 18,240 | $ | 18,240 | ||||||||||||||||
| Balance on Sept.30th, 2008 | 4,800,000 | $ | 482 | $ | 63,018 | $ | (38,318) | $ | 25,182 | |||||||||||
The accompanying notes are an integral part of these financial statements
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Great Wall Builders Ltd.,
(A Development Stage Company)
Statement of Cash flows
| Three Months | From | |||||||
| Ended | Inception on | |||||||
| Sept.30th | (11/3/2007) to | |||||||
| 2008 | 06/30/2008 | |||||||
| (unaudited) | (audited) | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net (loss) | $ | (8,620 | ) | $ | (6,000 | ) | ||
| Net Cash Used by | ||||||||
| Operating Activities | $ | (8,620 | ) | $ | (6,000 | ) | ||
| INVESTING ACTIVITIES | -0- | -0- | ||||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | -0- | $ | 26,000 | |||||
| Net Cash Used by | ||||||||
| Financing Activities | -0- | $ | 26,000 | |||||
| NET DECREASE IN CASH | $ | (8,620 | ) | (6,000 | ) | |||
| CASH AT BEGINNING OF PERIOD | $ | 20,000 | $ | 26,000 | ||||
| CASH AT END OF PERIOD | $ | 11,380 | $ | 20,000 | ||||
| Non-cash activities: | ||||||||
| Stock issued for properties | $ | 37,500 | ||||||
| SUPPLEMENTAL DISCLOSURES OF | ||||||||
| CASH FLOW INFORMATION | ||||||||
| Cash paid for interest: | $ | -0 | ||||||
| Income Taxes | $ | -0- | ||||||
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Great Wall Builders
(A development Stage Company)
Notes to Financial Statements
September 30th, 2008
(unaudited)
NOTE 1. CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2008 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30th, 2008 audited financial statements. The results of operations for the periods ended September 30, 2008 and June 30th, 2008 are not necessarily indicative of the operating results for the full years.
NOTE 2. GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has generated revenues of $26,850 for the period ended Sept.30, 2008. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, revenues from business activities, loans from directors and private placement of common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.
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COMPANY OVERVIEW AND BUSINESS OPERATIONS
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. Some of the reasons considered a solar equipped home than a tradition home build by homebuilders are as follow:
| · | Substantially lower or even eliminate electric bill. |
| · | Protect against inevitable rate hikes for 25-40 years or more. |
| · | Become more energy independent. |
| · | Increase the value of home or business. |
| · | Significantly reduce up-front investment with government incentives and rebates. |
| · | Own your own power-generator that has no moving parts, is completely silent, requires no transmission from distant sources, and requires limited maintenance. |
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 generated $26,860 in revenues. The revenues have been derived from remodeling of homes with solar systems. For the coming quarters, we expect to be able to start building solar homes at a rate of 6 solar homes for the first year as our financial condition improved.
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RESULTS OF OPERATION
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, Private Placement Offerings, Employee Stock Options Plans and loans from officers and directors.
Three month period ended September 30th, 2008 compared to the period from inception
(November 3, 2007) to September 30, 2008.
Our net profit for the three-month period ended Sept.30th, 2008 was approximately $18,240 compared to a net loss of $56,558 during the period from inception (November 3, 2007) to June 30th 2008. During the three-month period ended Sept 30, 2008, we generated $26,860 in revenues. During the three-month period ended September 30, 2008, we incurred general and administrative expenses of $8,620 compared to $65,178 incurred during the period from inception (November 3rd, 2007) to September 30th, 2008. General and administrative expenses incurred during the three-month period ended September 30th, 2008 were generally related to corporate overhead, legal and accounting, stock transfer agents, Edgar filings and developmental costs.
Our net profit during the three-month period ended September 30th, 2008 was $18,240 or $0.0038 per share compared to a net loss of ($38,318) or $0.00 per share during the period from inception (November 3rd, 2007) to September 30th, 2008.
LIQUIDITY AND CAPITAL RESOURCES
As at the three-month period ended September 30th, 2008, our current assets were $38,240 and our total liabilities were $50,558 which resulted in a working capital surplus of $12,318. As at the three-month period ended September 30th, 2008, current assets were comprised of $11,380 in cash and $26,860 in account receivable compared to $20,000 in current assets at our Quarter ended June 30th, 2008.
Stockholders' equity increased from $6,942 for fiscal year ended June 30th, 2008 to $25,182 for the three-month period ended September 30th, 2008. As at the three-month period ended September 30th, 2008, our fixed assets were $38,240 and our total liabilities were $50,558, which resulted in a working capital surplus of $25,182.
PLAN OF OPERATION AND FUNDING
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next 12 months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures related to: (i) acquisition of building lots; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt instruments. Thereafter, we expect we will need to raise additional capital and generate additional revenues to meet long-term operating requirements.
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On August 26th 2008, we filed a registration statement on Form S-1 with The Securities and Exchange Commission pursuant to the Securities Act of 1933, As amended (the "1933 Securities Act"), relating to the public offering of 1,968,000 shares of our common stock by certain selling shareholders ("Selling Shareholders") named in the Registration Statement. The Selling Shareholders will sell our shares of common stock at $2.00 per share fixed price until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We will not receive any proceeds from the sale of these shares of common stock.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures . Our management has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) or 15d-15(e) as of the end of the period covered by this report. Based on that evaluation, our management has concluded that the current disclosure controls and procedures provide them with reasonable assurance that they are effective to provide them with timely material information relating to us required to be disclosed in the reports we file or submit under the Exchange Act.
Annual report on internal control over financial reporting. Based upon the most recent pronouncements of the Securities and Exchange Commission, our first annual report on internal control over financial reporting is due for inclusion in our annual report on Form 10-K for the twelve month period ending June 30th, 2009. We expect to begin the process during this fiscal year of identifying a framework to use to evaluate the effectiveness of our internal control over financial reporting as (as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934.)
10
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
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 20, 2008..
None
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 30th, 2008..
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
Nov.20th, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Tian Jia,
By Tian Jia, Chief Executive Officer,
Chief Financial Officer.
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