**EXHIBIT
      31.2**





**CERTIFICATION
      PURSUANT TO SECTION**


**302
      OF THE SARBANES OXLEY ACT**





I,
      XiaoLin Liu, certify that:





(1)
      I
      have reviewed this quarterly report on Form 10-QSB of Greater China Media and
      Entertainment Corp.;





(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 small business issuer
      as
      of, and for, the periods presented in this report;





(4)  The  small  business  issuer's  other  certifying   officer(s)  and  I  are responsible
      for establishing and maintaining  disclosure controls and procedures (as
      defined in  Exchange  Act
      Rules  13a-15(e)  and  15d-15(e))  for
      the small business
      issuer and have:





(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 small
      business issuer,  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)    *;





(c)    Evaluated  the  effectiveness  of  the  small  business  issuer'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  small  business issuer's
      internal control over financial  reporting that occurred during
      the small  business  issuer's most
      recent  fiscal  quarter (the
      small business issuer's fourth fiscal quarter in the case of an
      annual report) that has materially affected,  or is
      reasonably likely
      to materially affect, the small business issuer's internal control
      over financial reporting; and





(5)  The  small  business  issuer's  other  certifying  officer(s)  and  I  have disclosed,  based  on
      our  most  recent  evaluation  of  internal  control  over financial  reporting,  to
      the
      small  business  issuer's  auditors  and
      the audit committee  of
      the  small  business  issuer'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  small business  issuer'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 small business issuer's
      internal control over financial reporting.









**Greater
              China
              Media and Entertainment Corp.**Date:
                August 20,
                2007
            By:
            /s/ XiaoLin
              LiuName XiaoLin
              LiuTitle Chief
              Financial
              Officer