U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended 03/31/2009
[ ] 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 March 31st, 2009
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 March 31st, 2009, (“ Initial filings). The main body of 10Q filing was not readable upon submission through EDGAR filing, an amended 10-Q/A filing is needed to rectify this submission error, the other items in the initial 10-Q 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 | |
Balance Sheet | 3 |
Condensed Statements of Operations | 4 |
Statement of Shareholder’s Equity | 5 |
Statement of Cash Flows | 6 |
Notes to financial Statements | 7-10 |
Item .2 Management Discussion and Analysis of Financials | 10 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 11 |
Item 4. Control and Procedures | 12 |
PART 11. OTHER INFORMATION | |
Item 1. Legal Proceedings | 13 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
Item 3. Defaults Upon Senior Securities | 13 |
Item 4. Submission of Matters to a Vote of Securities Holders | 13 |
Item 5. Other Information | 13 |
Item 6. Exhibit | 13 |
Item 7. Signature | 13 |
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ITEM 1 - FINANCIAL STATEMENTS
GREAT WALL BUILDERS LTD.,
(Development Stage Company)
BALANCE SHEET
March 31st | June 30th | |||||||
2009 | 2008 | |||||||
(unaudited) | (audited) | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalent | $ | 24,203 | $ | 20,000 | ||||
Account Receivable | 14,000 | - | ||||||
Total Current Assets | 38,203 | 20,000 | ||||||
LONG TERM ASSETS | ||||||||
Land | 37,500 | 37,500 | ||||||
Total Long Term assets | 37,500 | 37,500 | ||||||
TOTAL ASSETS | $ | 75,703 | $ | 57,500 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Account payable and accrued liabilities | $ | 28,337 | $ | 50,558 | ||||
TOTAL CURRENT LIABILITIES | $ | 28,337 | $ | 50,558 | ||||
COMMITMENTS AND CONTINGENCIES | -- | -- | ||||||
SHAREHOLDER’S EQUITY ( DEFICIT) | ||||||||
Preferred stock, $.0001 par value, 98,989,886 authorized, no shares issued and outstanding | -- | -- | ||||||
Common stock, $.0001 par value, 918,816,988 authorized, 4,800,000 shares issued and outstanding. | 482 | 482 | ||||||
Additional paid-in Capital | 63,018 | 63,018 | ||||||
Deficit accumulated during development stage | (16,134 | ) | (56,558 | ) | ||||
Total Stockholder’s Equity ( Deficit) | 47,366 | 6,942 | ||||||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | $ | 75,703 | $ | 57,500 |
The accompanying notes are an integral part of these financial statements
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GREAT WALL BUILDERS LTD.,
(Development Stage Company)
STATEMENTS OF OPERATIONS
( unaudited)
For the Period from | ||||||||||||||||||||
For the three months | For the nine months | Nov. 3rd, 2007 | ||||||||||||||||||
ended | ended | (inception) to | ||||||||||||||||||
March 31st | March 31st | March 31st | ||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | ||||||||||||||||
Revenues | $ | 14,000 | $ | - | $ | 61,860 | $ | - | $ | 61,860 | ||||||||||
Total revenue | 14,000 | - | 61,860 | 61,860 | ||||||||||||||||
Operating Expenses | ||||||||||||||||||||
General and administrative | 6,385 | 15,051 | 21,436 | 35,122 | 77,994 | |||||||||||||||
Selling and Marketing | - | - | - | - | - | |||||||||||||||
Depreciation and amortization | - | - | - | - | - | |||||||||||||||
Total Operating Expenses | 6,385 | 15,051 | 21,436 | 35,122 | 77,994 | |||||||||||||||
PROFIT (LOSS) FROM OPERATION | 7,615 | (15,051 | ) | 40,424 | (35,122 | ) | (16,134 | ) | ||||||||||||
OTHER (INCOME) AND EXPENSES | ||||||||||||||||||||
Interest expense | - | - | - | - | - | |||||||||||||||
Total other expenses | - | - | - | - | - | |||||||||||||||
PROVISION FOR INCOME TAX | - | - | - | |||||||||||||||||
NET PROFIT ( LOSS) | $ | 7,615 | $ | (15,051 | ) | $ | 40,424 | $ | (35,122 | ) | $ | (16,134 | ) | |||||||
Weighted average shares outstanding-basic and diluted | 44,640,526 | 4,640,526 | 4,640,526 | 4,640,526 | ||||||||||||||||
Profit (loss) per share-basic and diluted | $ | 0.0015 | $ | 0.00 | $ | 0.0090 | $ | 0.00 | $ |
The accompanying notes are an integral part of these financial statements
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GREAT WALL BUILDERS LTD.,
(Development stage company)
Statements of Stockholder’s Equity
From Inception 11/03/2007 to 03/31/2009
( unaudited)
Common Shares | Par Value | Additional paid in Capital | Deficit accumulated during development Stage | Total Stockholder equity | ||||||||||||||||
Common stock issued for non-cash | ||||||||||||||||||||
assets at $.013 per share on 12/18/2007 | 1,964,500 | 196 | 18,804 | 19,000 | ||||||||||||||||
Common stock issued for cash at | ||||||||||||||||||||
$.013 per share on 12/28/2007 | 2,832,000 | 283 | 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 6/30/2008 | (56,558 | ) | (56,558 | ) | ||||||||||||||||
Balance, June 30th, 2008 | 4,800,000 | 482 | (56,558 | ) | (56,558 | ) | ||||||||||||||
Net profit for the Period | 18,240 | 18,240 | ||||||||||||||||||
Balance, 09/30/2008 | 4,800,000 | 482 | (38,240 | ) | 25,182 | |||||||||||||||
Net profit for the Period | 14,569 | 14,569 | ||||||||||||||||||
Balance, 12/31/2008 | 4,800,000 | 482 | 63,108 | (23,749 | ) | 39,751 | ||||||||||||||
Net profit for the Period | 7,615 | 7,615 | ||||||||||||||||||
Balance, 03/31/2009 | 4,800,000 | $ | 482 | $ | 63,108 | $ | (16,134 | ) | $ | (47,366 | ) |
The accompanying notes are an integral part of these financial statements
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GREAT WALL BUILDERS LTD.,
(Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
For the Period | ||||||||||||
from 11/03/2007 | ||||||||||||
For the nine months ended | (Inception) to | |||||||||||
March 31st | March 31st | |||||||||||
2009 | 2008 | 2009 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net Profit (loss) | $ | 22,666 | $ | (15,051 | ) | $ | 7,615 | |||||
Adjustments to reconcile net income to net cash (used in) operating activities: | - | - | - | |||||||||
Changes in assets and Liabilities: | ||||||||||||
Account payable | ||||||||||||
Net cash provided by operating activities | $ | 22,666 | $ | (15,015 | ) | $ | 7,615 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | - | - | - | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Stock subscriptions | - | - | 26,000 | |||||||||
CASH, BEGINNING OF PERIOD | $ | 16,809 | $ | 26,000 | ||||||||
CASH, END OF PERIOD | $ | 24,203 | $ | 16,809 | ||||||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
Stock issued for properties | 37,500 | |||||||||||
Cash paid for interest | - | - | - | |||||||||
Income taxes | - | - | - |
The accompanying notes are an integral part of these financial statements
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Great Wall Builders
(A development Stage Company)
Notes to Financial Statements
March 31st, 2009
(unaudited)
NOTE 1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS
The Company is a Development Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”. In a development stage company, management devotes most of its activities to developing a market for its products and services. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or generate significant revenue and profitable operations. As of March 31st, 2009, the company has generated $61,860.00 in revenues.
NOTE 2. 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 March 31st, 2009, 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 March 31st, 2009 and Dec.31st,2008 are not necessarily indicative of the operating results for the full year.
NOTE 3. 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 $61,860.00 for the period ended March 31st, 2009. 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, employee stock options plans and private placement of common stock.
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NOTE: 4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Basis of Presentation and Year End
These financial statements are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is June 30th 2008.
(2) Use of Estimates
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations. 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.
(3) Cash and cash equivalent. The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
(4) Financial Instruments
The fair values of financial instruments, which include cash, accounts payable, accrued liabilities, and amounts due to related parties, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
(5) Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with SFAS No. 52 “Foreign Currency Translation” using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
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(6) Comprehensive Loss
SFAS No. 130, “Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31st,2009, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
(7) Basic and Diluted Net Income (Loss) per Share
The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 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 income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, 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 common shares if their effect is anti dilutive
(8) Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109, “Accounting for Income Taxes”, as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years
(9) Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.” Revenue will consist of selling of new and existing homes, home remodeling,
solar installation services and will be recognized only when the price is fixed or determinable, the service is performed or products delivered, and collectivity is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied will be recorded as unearned revenue.
(10) Concentration of Risk
As of March 31st, 2009, the Company maintained its cash and cash equivalent accounts at commercial banks insured by FDIC.
(11) Depreciation
The cost of the property and equipment will be depreciated over the estimated useful life of 5 to 7 years. Depreciation is computed using the straight-line method when asset are placed in service.
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(12) Accounting Method
The Company’s financial statements are prepared using the accrual method of accounting.
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.
COMPANY OVERVIEW AND BUSINESS OPERATIONS
Great Wall Builders Ltd, (OTCBB: GWBU.OB), www.greatwallbuilder.com 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 generated $61,860.00 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.
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.
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Nine month period ended March 31st, 2009 compared to the period from inception
(November 3, 2007) to March 31st, 2009.
Our net profit for the nine-month period ended March 31st, 2009 was approximately $40,424.00.00 compared to a net loss of $16,134.00 during the period from inception (November 3, 2007) to June 30th 2008. During the nine-month period ended March 31st, 2009, we generated $61,860.00 in revenues. During the nine-month period ended March 31st, 2009, we incurred general and administrative expenses of $21,436.00 compared to $77,994.00 incurred during the period from inception (November 3rd, 2007) to March 31st, 2009. General and administrative expenses incurred during the nine-month period ended March 31st,2009 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 March 31st,2009 was $7,615.00 or $0.0015 per share compared to a net loss of $(16,134) or -$0.003 per share during the period from inception (November 3rd, 2007) to March 31st,2009..
LIQUIDITY AND CAPITAL RESOURCES
As at the three-month period ended March 31st, 2009, our current assets were $38,203.00 and our total liabilities were $28,337.00 which resulted in a working capital surplus of $9,866.00 As at the three-month period March 31st, 2009 current assets were comprised of 24,203.00 in cash and $14,000.00 in account receivable compared to $20,000.00 in current assets at our Quarter ended June 30th, 2008.
Stockholders' equity increased from $6,942.00 for fiscal year ended June 30th, 2008 to $47,366.00 for the three-month period ended March 31st, 2009. As at the three-month period ended March 31st, 2009, our total assets were $75,703.00 and our total liabilities were $28,337.00 which resulted in a working capital surplus of $47,366.00
PLAN OF OPERATION AND FUNDING
Existing working capital, further advances from directors or debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next 12 months. We have no line 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 issuances of securities or debt instruments. Thereafter, we expect we will need to raise additional capital and generate additional revenues to meet long-term operating requirements.
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.
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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 ineffective 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.)
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.
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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 March 31st, 2009
Item 3. Defaults Upon Senior Securities.
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 March 31st, 2009
None.
Item 6. Exhibits
Exhibit 31 Certification of Tian Jia, pursuant to rule 13a-14a.
Exhibit 32 Certification of Tian Jia, pursuant to U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Great Wall Buillders Ltd.,
/s/ Tian Jia,
By: Tian Jia, Chief Executive Officer/Chief Financial Officer
May 15th, 2009
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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