U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

( Amendment 1)

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

For the quarterly period ended March 31, 2011

[ ] 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 31, 2011.

Explanation Note:

The reason for filing this Amendment No. 1 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 April 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)  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 10.

This amendment No: 1 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.

　

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GREAT WALL BUILDERS Ltd.

Form 10-Q Report Index 

	Page No.
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statements of Cash Flows	5
Notes to Condensed Financial Statements	6-7
Item 2. Management Discussion and Analysis of Financial Condition	8-9
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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PART 1: FINANCIAL STATEMENTS

　

GREAT WALL BUILDERS LTD.,

(A Development Stage Company)

CONDENSED BALANCE SHEETS

	March 31			June 30
	2011			2010
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalent	$	512		$	580
					-
Total Current Assets		512			580
Land		37,500			37,500
TOTAL ASSETS	$	38,012		$	38,080
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES
Account payable and accrued liabilities	$	228,348		$	165,076
TOTAL CURRENT LIABILITIES	$	228,348		$	165,076
SHAREHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 98,989,886 authorized, no shares issued and outstanding		--			--
Common stock, $0.0001 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		(253,836)			(190,496)
Stockholder’s Deficit		(190,336	)		(126,996)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	38,012		$	38,080

The accompanying notes are an integral part of these financial statements

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GREAT WALL BUILDERS LTD.,

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

										For the Period from
	For the three months					For the nine months				November 3, 2007
	ended					ended				(Inception) through
	March 31					March 31				March 31
	2011			2010		2011		2010		2011
Revenues	$	-		$	-	$	-	$	-	$	61,860
Total revenue											61,860
Operating Expenses
General and administrative		740			1,993		4,705		7,997		44,143
Executive Compensation		19,545			19,545		58,635		58,635		271,553
Total Operating Expenses		20,285			21,538		$63,340		$66,632		315,696
LOSS FROM OPERATION		(20,285)			(21,538)		$63,340		$66,632		(253,836)
PROVISION FOR INCOME TAX		-			-		-
NET INCOME (LOSS)	$	(20,285)		$	(21,538)	$	(63,340)	$	(66,632)		(253,836)
Income (loss) per share-basic and
diluted		(0.00	)		(0.00)		(0.01)		(0.01)
Weighted average number of share outstanding –basic and diluted		4,800,000			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)

					For the Period
					from
	For the nine months ended				November 3, 2007 through
	March 31				March 31
	2011		2010		2011
CASH FLOWS FROM OPERATING ACTIVITIES:
	$	(63,340)	$	(66,632)	$	(253,836)
Net loss
Changes in operating assets and Liabilities:
Accounts payable and accrued liabilities		63,272		42,876		228,348
Net cash (used) provided by operating activities		(68)		(23,753)		(25,488)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock subscriptions		-		-		26,000
Net Increase ( decrease) in cash		(68)		(23,753)		512
CASH- BEGINNING OF PERIOD		580		3,291
CASH -END OF PERIOD	$	512	$	998		$512
SUPPLEMENTAL CASH FLOW INFORMATION:
Stock issued for properties						37,500
		-		-		-

The accompanying notes are an integral part of these 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 condensed 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 $253,836 on March 31, 2011, 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.

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　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 March 31, 2011.

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 March 31, 2011, 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 March 31, 2010, there is an accrued salary payable to our Officer, Tian Jia, in the amount of $228,348.

NOTE 5- RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued ASU No.2010-6, Improving Disclosures about Fair Value Measurements, that amends existing disclosure requirements under FASB Accounting Standards Codification ( ASC) 820 by adding required disclosures about items transferring into and out of Levels 1 and 2 in the fair value hierarchy; adding separate disclosures about sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation. Form3 M this ASU is effective for the first quarter of 2010, except for the requirement to provide level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective beginning the first quarter of 2011. The adoption of this guidance did not have a material impact, and the deferred provisions of this guidance are not expected to have a material impact, on the Company's condensed financial statements.

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NOTE 6-SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through April 22, 2011, the date the financial statements were issued.

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 $20,285.

　

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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-months period ended March 31, 2011 compared to the period from inception (November 3, 2007) to March 31, 2011 Our net loss for the three-months period ended March 31, 2011 was $20,285 compared to a net loss of $253,836 during the period from inception (November 3, 2007) to March 31, 2011. During the three-months period ended March 31, 2011, we generated -0- in revenue. During the three-month period ended March 31, 2011, we incurred the general & administrative expense of $740 compared to $49,808 incurred during the period from inception (November 3, 2007) to March 31, 2011. General and administrative expenses incurred during the three-month period ended March 31, 2011 were generally related to corporate overhead, legal and accounting, stock transfer agents, Edgar filings.

Our net loss during the three-months period ended March 31, 2011 was $20,285 or ($0.00) per share compared to a net loss of $253,836 or ($0.05) per share during the period from inception (November 3, 2007) to March 31, 2011.

LIQUIDITY AND CAPITAL RESOURCES

As of the three-months period ended March 31, 2011, our current assets were $512 and our total liabilities were $228,348 which resulted in a working capital negative of $227,836. 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 $253,836 for the nine-months period ended March 31, 2011.

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 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.

　

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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 March 31, 2011. 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.

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 March 31, 2011.

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.

　

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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 23, 2011, 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. 　 　

Date: May 23, 2011

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