10-Q

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 12/31/2008

[  ]   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 Dec.31, 2008

1

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
Item .2 Management Discussion and Analysis of Financials	7-9
Item 3. Quantitative and Qualitative Disclosures about Market Risk	9
Item 4. Control and Procedures	9
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	10
Item 6. Exhibit	10
Item 7. Signature	11

2

Great Wall Builders Ltd., ( A Developing Stage Company) Balance Sheet
	Dec.31st 2008		June 30th 2008 (audited)
CURRENT ASSET	(un-audited)
Cash & cash equivalent		$16,809	$	20,000
Account Receivable		$21,000		-0-
Total Current Assets		$37,809	$	20,000
Long Term Asset:
Land		$37,500	$	37,500
Total Assets		$75,309	$	57,500
Liabilities and Stockholder’s Equity
Liabilities
Accrued liabilities		$35,558		50,558
Total Liabilities		$35,558		50,558
Shareholder’s Equity
Common Stock 918,816,988 shares authorized: $0.0001 par value: 44,800,000 shares issued & outstanding		$    482	$	482
Additional paid-in capital		$ 63,018	$	63,018
Deficit accumulated during development stage		$ ( 23,749)	$	(56,558	)
Total Stockholders’ Equity		$ 39,751	$	6,942
Total Liabilities and Stockholder’s Equity		$ 75,309	$	57,500

The accompanying notes are an integral part of these financial statements

3

Great Wall Builders Ltd.,

(A Development Stage Company)

Condensed Statement of Operations

( un-audited)

	Three months Ended Dec.31st 2008		Six Months Ended Dec.31st 2008	From Inception on Nov 3, 2007, Through Dec.31st, 2008
REVENUES		$21,000	$47,860	$	47,860
OPERATING EXPENSES
General and administrative		$6,431	$15,051	$	71,609
Total Expenses		$6,431	$15,051	$	71,609
Profit (loss) from Operation		$14,569	$32,809	$	(23,749)
Net Profit ( Loss)		$14,569	$32,809	$	(23,749)
		$0.0030	$0.0068	$	0.00
PROVISION FOR INCOME TAXES
WEIGHTED AVERAGE NUMBER OF COMMON SHARES			-0-		-0-
OUTSTANDING			4,640,526		4,640,526

The accompanying notes are an integral part of these financial statements

4

 Great Wall Builders Ltd.,

(A Development Stage Company)

Statement of Stockholder’s Equity

From Inception (Nov. 3, 2007) to Dec.31st,, 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		1,964,500	$	196.00	$	18,804
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
NNet 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 for 9//30/2008							$	18,240		$	18,240
		4,800,000	$	482	$	63,018	$	(38,318)		$	25,182
Net Profit for 12/31/2008					$		$	14,569		$	14,569
Balance on 12/31/2008		4,800,000	$	482	$	63,018	$	(23,749)		$	39,751

The accompanying notes are an integral part of these financial statements

5

Great Wall Builders Ltd.,

(A Development Stage Company)

Statement of Cash flows

    ( un-audited)

	six Months Ended Dec.31st 2008		From inception on (11/3/2007to
			Dec.31st 2008
OPERATING ACTIVITIES
Net (loss)	$	15,051	$	(6,000	)
Net Cash Used by Operating Activities
	$	15,051	$	(6,000	)
INVESTING ACTIVITIES		-0-		-0-
FINANCING ACTIVITIES		-0-		-0-
Proceeds from issuance of common stock		-0-	$	26,000
Net Cash Used by
Financing Activities		-0-	$	26,000
CASH AT BEGINNING OF PERIOD	$	11,380	$	26,000
CASH AT THE END OF PERIOD	$	16,809
NON-CASH ACTIVITIES
Stock issued for properties			$	37,500
Cash paid for interest:				-0-
Income Taxes				-0-

The accompanying notes are an integral part of these financial statements

6

Great Wall Builders

(A development Stage Company)

Notes to Financial Statements

Dec.31st, 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 December 31st,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 December 31st,2008 and September 30th, 2008 are not necessarily indicative of the operating results for the full year.

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 $47,860 for the period ended Dec.31st,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, employee stock options plans 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,”

7

“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 $47,860 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.

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.

Six month period ended Dec.31st, 2008 compared to the period from inception

(November 3, 2007) to Dec.31st, 2008.

Our net profit for the three-month period ended Dec.31st, 2008 was approximately $32,806 compared to a net loss of $23,749 during the period from inception (November 3, 2007) to June 30th 2008.  During the six-month period ended Dec.31st,2008, we generated $47,860 in revenues. During the six-month period ended December 31st, 2008, we incurred general and administrative expenses of $15,051 compared to $71,609 incurred during the period from inception (November 3rd, 2007) to Dec.31st , 2008. General and administrative expenses incurred during the six-month period ended  Dec.31st,2008 were generally related to corporate overhead, legal and accounting, stock transfer agents, Edgar filings and developmental costs.

8

Our net profit during the six-month period ended Dec.31st,2008 was $32,809 or $0.006 per share compared to a net loss of $23,749 or $0.00 per share during the period from inception (November 3rd, 2007) to Dec.31st, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As at the six-month period ended Dec.31st, 2008, our current assets were $37,809 and our total liabilities were $35,558 which resulted in a working capital surplus of $2,251. As at the three-month period ended Dec.31st, 2008 current assets were comprised of $16,809 in cash and $21,000 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 $39,751 for the six-month period ended Dec.31st,2008. As at the six-month period ended Dec.31st, 2008, our fixed assets were $37,809 and our total liabilities were $35,558, which resulted in a working capital surplus of $2,251.

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.

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.

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.

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 31st, 2008.

10

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 December 31st, 2008.

Item 5.   Other Information.

 None.

Item 6. Exhibits

Exhibit 31    Certification of Tian Jia, pursuant to rule 13a-14a.

Exhibit 32    Certification of Tian Jiapursuant 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

Feb.3, 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

11

EX-31

Exhibit 31

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Tian Jia, certify that:

1.	I have reviewed this Form 10-Q
	A for the period ended Dec.31st, 2008 of Great Wall Builders Ltd.,
2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)):
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Feb. 4th, 2009

Great Wall Builders Ltd.,

/s/ Tian Jia

Tian Jia

Chief Executive Officer & Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Great Walll Builders Ltd., (the "Company") on Form 10-Q for the period ended Dec.31th, 2008 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Tian Jia, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: Feb.4, 2009

Great Wall Builders Ltd.,

/s/ Tian Jia 

Tian Jia

Chief Executive Officer & Chief Financial Officer