UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K







ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT of 1934,





For
the year ended September 30, 2008




Commission
File Number 000-51781










GREATER
CHINA MEDIA AND ENTERTAINMENT
CORP.






Nevada
              N/A(State
      or Other Jurisdiction of Organization)
              (IRS
      Employer Identification #)











10th
Floor, Building A, TongYongGuoJi Center


No.3
Jianguomenwai Road, Chaoyang District, Beijing


China
100101





(Address
of principal executive offices, including zip code)






86-10-5921-2222





(Registrant's
telephone number, including area code)
















Securities
registered pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par
value





Indicate
by check if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.  YES [ ] NO [X]





Indicate
by check if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.  YES [ ] NO [X]





Indicate
by check whether the Issuer (1) 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [    ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, non-accelerated filer, or a smaller reporting company (as
defined in Rule 12b-2 of the Exchange Act).


Large
      accelerated filer [
      ]
            
            Accelerated
      filer [
      ]
            
            Non-accelerated
      filer[]
            
            Smaller
      Reporting Company [X]





Indicate
by check whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). YES [ ] NO
[X]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of December 23, 2008: $96,486.21.





State the
number of shares outstanding of each of the issuer's classes of common equity,
as ofDecember 23:29,688,065.



















TABLE
OF CONTENTS




Page
      #PART
      I
                                3Item 1.
      Business
                                3Item 1A. Risk Factors
                                9Item 1B. Unresolved Staff Comments
                                12Item 2.
      Properties
                                13Item 3. Legal Proceedings
                                13Item 4. Submission of Matters to
      a Vote of Security Holders
                                13PART
      II
                                14Item 5. Market for Common Equity;
      Related Stockholder Matters and Issuer Purchases of Equity
      Securities
                                14Item 6. Selected Financial
      Data
                                14Item 7. Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                15Item 7A. Quantitative and Qualitative Disclosures About
      Market Risk
                                18Item 8. Financial Statements and
      Supplementary Data
                                18Item 9. Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
                                33Item 9A. Controls and
      Procedures
                                33Item 9B. Other
      Information
                                33PART
      III
                                34Item 10. Directors, Executive
      Officers and Corporate Governance
                                34Item 11. Executive
      Compensation
                                34Item 12. Security Ownership
      of Certain Beneficial Owners and
      Management and Related Stockholder Matters
                                34Item 13. Certain
      Relationships and Related Transactions, and Director Independence
                                35Item 14. Principal Accountant
      Fees and Services
                                35PART
      IV
                                36Item 15. Exhibitsand Financial Statement Schedules
      Signatures
                                36











PART
I




Item 1. Business





Highlights





Greater
China Media and Entertainment Corp. ("GCME") was incorporated in the state of
Nevada on December 15, 2004 under the name AGA Resources, Inc. From inception to
July 2006, GCME was engaged in mineral exploration. In July 2006, the Company
decided to terminate mineral exploration activities and to concentrate on media
and entertainment activities in the People's Republic of China ("PRC"). On
August 9, 2006, the Company changed its name to Greater China Media and
Entertainment Corp.





In March
2007, the Company formed a wholly owned subsidiary, Beijing Hua Ding Century
Media Investment Consultants Limited ("Hua Ding"), a limited liability company
formed under the laws of the PRC. Hua Ding produces and distributes film and
television.





In May
2007 (see note 6), GCME and a third party located in PRC formed a PRC joint
venture Beijing Racemind Hua Ding International Marketing Consultants Limited
("Racemind Hua Ding"). Racemind Hua Ding, which is owned 60% by GCME, provides
promotional and event services to customers in the PRC.





In March
2008, the Company acquired a 70% interest in Beijing HuaDing Century
International Cultural Limited Corp. ("Beijing HuaDing"), a company incorporated
under the laws of the PRC, which engages in the production and distribution
of film and television properties. The Chairman of the Company, Mr. Jake Wei,
holds the interest in Beijing HuaDing in trust for the benefit of the
Company.





The
accompanying consolidated financial statements include the accounts of GCME, Hua
Ding, Racemind Hua Ding and Beijing HuaDing (collectively, the
"Company").





Background





We were
incorporated in the State of Nevada on December 15, 2004.  Initially,
we had the right to conduct exploration activities on one property located in
British Columbia, Canada.  The one property consisted of one mineral
claim.  We had intended to explore for gold on the
property.  During the second quarter of 2006, we hired a qualified
geologist to take a mineral sample and have it tested by a lab. The result shows
that there is no anomalous alteration or metallic mineralization in the samples
examined. We also signed an agreement to purchase core drilling equipment to
further test core samples from the claim, which did not yield favorable results.
In July 2006, we decided to terminate mineral exploration activities and to
concentrate on media and entertainment activities in the People's Republic of
China (“PRC”).





On June
14, 2006, the Company signed an Agreement with Triumph Research Limited
("Triumph"), a B.V.I. company, and Beijing Tangde International Film and Culture
Co., Ltd. ("Tangde"), a Chinese company. According to the Agreement, the Company
will issue 3,209,000 shares of common stock in exchange for all of the issued
and outstanding shares of common stock of Triumph, by which Triumph will became
a wholly owned subsidiary. Triumph had signed a Joint Venture Agreement with
Tangde pursuant to which Triumph will invest RMB 5.1Million ($644,859 translated
at the September 30, 2006 exchange rate) into the Joint Venture and control 51%
ownership of the JV. Triumph will also hold three seats out of five on the board
of the JV, including Chairman of the Board of Directors. Tangde will invest
RMB 4.9 Million into the Joint Venture and control 49% of the ownership. The
Joint Venture intends to invest mainly in the media and entertainment industry
in China. However, to date, the Joint Venture has not received the promised
capital contribution of Triumph and Triumph is in default of its obligations
under the Agreement.  As a result of Triumph’s default, the Joint
Venture has not engaged in any business in China, and the Company’s ownership
interest in Triumph, which is the 51% joint venture partner, has little or no
value.





On August
9, 2006, the Company changed its name from AGA Resources, Inc. to Greater China
Media and Entertainment Corp., which will be more consistent with its proposed
business activities in the media and entertainment industries in China. In
connection with the name change, NASDAQ awarded the Registrant with a new
trading symbol of “GCME,” effective August 21, 2006.







Joint
Ventures




In June
2006, the Company signed and closed an Acquisition Agreement with Triumph
Research Limited, which is a B.V.I. company and party to a Joint Venture
Agreement with Beijing Tangde International Film and Culture Co., Ltd.
(“Tangde”), a Chinese company, as mentioned above.





On
September 25, 2006, the Company and Beijing New-Element Co. Ltd., a company
organized and existing under the laws of the People's Republic of China
(“New-Element”), entered into a Joint Venture Agreement (the “Agreement”) for a
term of twenty years to be organized in Beijing, China. The purpose of the
Agreement is to jointly conduct a marketing and promotional business for
prospective clients in the People's Republic of China.





On
December 6, 2006, the Company executed a Joint Venture Agreement with Beijing
Racemind Times Marketing Consultants Limited (“Racemind”), a company organized
under the laws of the China. The agreement provides for the formation of a joint
venture, Beijing Racemind Hua Ding International Marketing Consultants Limited
(“Racemind Hua Ding”), to conduct marketing and promotion business in China. The
Company is to contribute RMB300, 000 ($39,411) for a 60% interest in Racemind
Hua Ding and Racemind is to contribute RMB200, 000 ($26,274) for a 40% interest
in Racemind Hua Ding. The agreement also provides that the Company
has agreed to issue 2,000,000 shares of its common stock to the shareholder
of Racemind and Racemind is to transfer all its signed marketing and promotion
commercial contracts to Racemind Hua Ding. The agreement, which has a term of 30
years, also provides that the Company is to provide the required working capital
to Racemind Hua Ding and that Racemind is responsible for the joint venture’s
daily operations.





This
Joint Venture Agreement supersedes the earlier Joint Venture Agreement dated
September 25, 2006 between the Company and Beijing New Element Co. Ltd. (“New
Element”).  Accordingly, the Joint Venture Agreement with New Element
was terminated without liability to either party.





On
December 7, 2006, the Company and Beijing Star King Talent Agency Ltd. Co., a
company organized and operating under the laws of the People's Republic of China
(“Star Agency”), entered into a Joint Venture Agreement (the” Agreement”) for a
term of twenty years in Beijing, China. The purpose of the Agreement is to
jointly conduct a talent agency business in the People's Republic of
China.





In March
2007, the Company set up its wholly owned subsidiary in China: Beijing HuaDing
Century Media Investment Consultants Ltd. (“HuaDing”). HuaDing was approved by
the Beijing Administration for Industry in April, 2007.  HuaDing is
the subsidiary through which the Company, among other things, engages in its
film and television production activities in China, signing several agreements
to produce movie and television series. This Joint Venture Agreement supersedes
the earlier Joint Venture Agreement dated December 7, 2006 between the Company
and Beijing Star King Talent Agency Ltd. Co. (Star
King).  Accordingly, the Joint Venture Agreement with Star King was
terminated without liability to either party.





Racemind
HuaDing was approved by the Beijing Administration for Industry in May 2007.
Registered capital contribution from both parties has been completed and
Racemind HuaDing is in operation. Racemind has transferred all its existing
contracts to Racemind HuaDing. The Company, through its wholly owned subsidiary,
HuaDing, owns 60% of Racemind HuaDing.





Racemind
HuaDing has been appointed as an approved public relations vendor and organized
numerous events for Microsoft China and Siemens in 2007.





Racemind
HuaDing has also successfully conducted many marketing and promoting events and
campaigns for its clients such as Simens, Canon, Johnson & Johnson, and
Reuters and Cisco etc.








Products
and Services





The
Company focuses on the media and entertainment industry in China. They provide
services related to talent agency, sales and advertising, film and television
products, promotion, audio-visual distribution etc. The Company either develops
these products and services by itself or partnered with other professional
companies in a Joint Venture to carry on these services.





"Tough
Guy" Theatrical Film





On June
25, 2007, GCME entered into a Cooperation Agreement with Mega Vision Productions
Limited, a Hong Kong Corporation ("Mega"), with respect to the production and
distribution of the movie "Tough Guy". The total investment for the movie was
estimated at RMB7,500,000 ($1,095,375) and each party was to pay 50% of the
total investment. The Company can distribute the movie in Mainland China,
excluding Hong Kong, Taiwan and Macau, and Mega can distribute the movie
everywhere else.





On July
17, 2007, Hua Ding executed an agreement with Beijing Hua Yi Hao Ge ("Hao Ge")
to sell the Mainland China television distribution rights of "Tough Guy" for
RMB1,000,000 ($139,334). Under the agreement, Hua Ding was entitled to 30% of
advertising revenue collected by Hao Ge from such television distribution. The
film was completed and delivered to Hao Ge in December 2007 and the Company
recognized the $139,334 collected from Hao Ge as revenues in the three months
ended December 31, 2007.





On July
10, 2008, Hua Ding executed an agreement with Beijing CiWen Film and Productions
Ltd. (“CiWen”) to transfer its remaining interest in “Tough Guy” to CiWen for
RMB 1,850,000 ($270,193). The sale closed in December 2008.





“Rose
Throne” Television Series





On March
20, 2008, the Company, through Beijing Hua Ding, entered into a production
agreement with Beijing Jin Ying Cultural Media Company Limited ("Jin Ying") for
the production of the TV series, "Rose Throne". The total production costs were
estimated at RMB8,280,000 ($1,209,294) and will be borne by the Company. Any
cash receipts from the sponsors will be distributed as follows: 80% to the
introducing party and the remaining 20% to the other party. Production of the
“Rose Throne” television series was substantially completed at September
30, 2008.





In July
2008, the Company entered into three broadcasting agreements with three local
Chinese TV stations to broadcast the TV series in the Provinces of Guangxi,
Inner Mongolia and Shandong, China for two years. The agreements provide for
payments to the Company totaling RMB780,960 ($114,059). In November and December
2008, the Company collected RMB 590,400 ($86,228) from one of these TV
stations.








“Cherry
Love” Television Series





On June
3, 2008, the Company, through Beijing Hua Ding, entered into a joint production
agreement with Kingjoy Vision Media Company Limited ("Kingjoy") for the
production of the TV series, "Cherry Love". The total production costs were
estimated at RMB26,000,000 ($3,797,300). The Company is to contribute
RMB13,000,000 ($1,898,650) while Kingjoy is to contribute RMB13,000,000
($1,898,650). The Company has the corresponding distribution rights within China
while Kingjoy has the distribution rights outside China. Any revenue from the
advertising activities with the sponsors will be distributed as follows: 65% to
the introducing party and the remaining 35% to the other party. Shooting of the
“Cherry Love” television series is scheduled to commence in September
2009.











Competition





Most
Americans see China as the manufacturing center of the world. But China has
another sector that is one of the world's fastest-growing industries:
entertainment. Since 2002, the Chinese film industry's total box office revenue
has increased by 40% annually.





China is
currently in a golden era for film and TV production as a result of improved
quality, expanded investment, new technologies from abroad, some high-profile
commercial successes, increased cooperation with international peers, and
favorable economics.





According
the company's management, currently, no one company active in the Chinese film
market accounts for more than 10% of the annual production of China's film and
TV industry. Annual investment by even the largest companies is typically
between US$6 million and US$10 million per year. For this amount, companies such
as Poly Huayi Film and TV Culture, Century Hero Film Investment, H. Brother Film
and TV Investment, and Taihe Film and TV Investment might produce, at
most:




2 or 3
films per year


100 to
200 episodes of TV series


10
digital films




We have
identified three reasons why one powerful film and TV company has not yet
emerged in China:




Limited
capital


Undeveloped
marketing efforts


Unsophisticated
management techniques




With
those three constraints, the companies that do participate in the Chinese market
currently are generally weak and are at high risk due their inability to achieve
economies of scale by producing a large, diversified portfolio of
content.




The
Company will try to overcome these weaknesses and make itself one of the most
important players in this market.





Regulatory
Matters





In China,
the Company relies on the advice of Chinese legal counsel to maintain compliance
with all laws, rules, regulations and government policies in China. The telecom
industry is subject to extensive government regulation, which regulations have
been changing rapidly, and there is no assurance that the Company will not be
adversely impacted by such regulations in the future.




(a)     Local
Regulations


The
Company cannot determine to what extent its future operations and earnings may
be affected by new legislation, new regulations or changes in existing
regulations on a local level in China.




(b)     National
Regulations





The
Company cannot determine to what extent its future operations and earnings may
be affected by new legislation, new regulations or changes in existing
regulations on a national level in China.





(c) Other
Factors





Since the
operations of the Company are operated in the People's Republic of China
("PRC"), they are subject to special considerations and significant risks not
typically associated with investments in equity securities of United States and
Western European companies. These include risks associated with, among others,
the political, economic and legal environments and foreign currency exchange.
These are described further in the following:









Political
Environment





The value
of the Company's interest in its joint venture companies may be adversely
affected by significant political, economic and social uncertainties in the PRC.
A change in policies by the Chinese government could adversely affect the
Company's interests in these companies by, among other factors: changes in laws,
regulations or the interpretation thereof; confiscatory taxation; restrictions
on foreign currency conversion, imports or sources of suppliers; or the
expropriation or nationalization of private enterprises.





Economic
Environment





The
economy of the PRC differs significantly from the economies of the United States
and Western Europe in such respects as structure, level of development, gross
national product, growth rate, capital reinvestment, resource allocation,
self-sufficiency, rate of inflation and balance of payments position, among
others. Only recently has the Chinese government encouraged substantial private
economic activities.





The
Chinese economy has experienced significant growth in the past ten years, but
such growth has been uneven among various sectors of the economy and geographic
regions. Actions by the Chinese central government to control inflation have
significantly restrained economic expansion recently. Similar actions by the
central government of the PRC in the future could have a significant adverse
effect on economic conditions in the PRC and the economic prospects for our
Company.





Foreign
Currency Exchange





The
Chinese central government imposes control over its foreign currency reserves
through control over imports and through direct regulation of the conversion of
its national currency into foreign currencies. As a result, the Renminbi is not
freely convertible into foreign currencies.





The joint
venture companies conduct, or plan to conduct, substantially all of their
business in the PRC, and their financial performance and condition is measured
in terms of Renminbi. The revenues and profits of the joint venture companies
are predominantly denominated in Renminbi, and will have to be converted to pay
dividends to the Company in United States Dollars. Should the Renminbi devalue
against these currencies, such devaluation would have a material adverse effect
on the Company's profits and the foreign currency equivalent of such profits
repatriated by the joint venture companies to the Company. The Company currently
is not able to hedge its exchange rate exposure in the PRC because neither the
banks in the PRC nor any other financial institution authorized to engage in
foreign exchange transactions offer forward exchange contracts.





Legal
Environment





Since
1979, many laws and regulations dealing with economic matters in general and
foreign investment in particular have been enacted in the PRC. However, the PRC
still does not have a comprehensive system of laws and enforcement of existing
laws may be uncertain and sporadic


(d)    Parents
and Subsidiaries




Parent:


Greater
China Media and Entertainment Corp., a Nevada corporation.




Subsidiaries:




-Beijing
HuaDing Century Media Investment Consultants Ltd. (100% owned);





-Beijing
Racemind Hua Ding International Marketing Consultants Ltd, joint ventured with
Beijing Racemind Times Marketing Consultants Limited (60% owned);


















Our
directors serve until their successors are elected and qualified. Our officers
are elected by the board of directors to a term of two (2) years and serve until
their successor is duly elected and qualified, or until an officer is removed
from office. The board of directors has no nominating, auditing or compensation
committees.





The name,
address, age and position of our present officers and directors are set forth
below:





Name
      and Address
              Age
              Position(s)Jake
Wei,
                ChaoYang
      Qu, AnXiangBeiLi, ChuangYeDaSha B 1206, Beijing, China
              39
              President,
      principal executive officer, and a member of the board of
      directors.Liu,
      XiaoLin
                Jianguomenwai
      Road, Beijing, China
              45
              Principal
      accounting officer, and a member of the board of
  directors.Yi
      Wang
                10-A
      Tongyongguoji Center, Beijing, China
              46
              A
      member of the board of directors.






The
persons named are expected to hold their offices/positions until the next annual
meeting of our stockholders.





Mr. Wei
has 15 years of management experience in China and has been CEO of a U.S. public
company since 1997. He founded one of the first Internet Service Providers in
China and built the company up to become one of the strongest players in the ISP
industry and the top brand name in the Domain Registration industry in China,
before negotiating its sale to a Hong Kong-based public company. He has strong
ties within a wide variety of industries in China and has negotiated many merger
and acquisition transactions for public companies with some of the largest
players in China.





Mr. Liu
has over 12 years of on hand business experience in the film industry in the
People's Republic of China (PRC). He graduated from ZhongHua
Shehui University, majoring in cinematic. He served as co-director, vice
director, general planner, distributor for films, commercial shows and TV
serials. He was general manager for China HaiNan Asian Vision International
Advertisement Company in 1989. He was the producer for HuaYi Brother TaiHe Film
Investment Corp., one of the largest private film companies in China since 1998.
He served as a director and CEO for several film entertainments investment
companies. He has been the Vice President for China Baoli HuaYi Media and
Entertainment Corp., and the executive director for HuaYi Alliance Media
Investment Company since 2004.





Mr. Yi
Wang received a bachelor's degree from University of NanKai, majoring in Law in
1983, a Masters degree from University of NIC, Sweden, majoring in law in 1989
and a Doctorate degree from Goteborg University, majoring in International
Finance in 1994. From 1994 to 1999, Mr. Wang was the executive director for PG
Financial Company in Hong Kong. From 2000 to 2003, he was the executive director
and vice chairman for TaiHe Holding Company, and CEO and Chairman for TaiHe
Media Company. From 2004 to present, he has been the executive director and
vice chairman for China Baoli HuaYi Media and Entertainment Corp. Mr. Wang has
also been the founder of several companies such as Beijing TaiHe Holding Group,
which invested in real estate in Beijing; Taihe Media Group; Huayi Taihe Film
Agency Company, and Travel Channel TV. He also assisted in several
re-organizations such as: HuaYi Brother Taihe Film Company, HuaYi XiYing Film
Distribution Company and Baoli Huayi Media Company, and helped Baoli Huayi Media
Company become listed on the Hong Kong stock exchange. Mr. Wang was also
involved in the production of 12 movies and 29 TV series as General Producer,
General Planner and General Supervisor.





Employees





At
present, we have no employees, other than our officers. The employee staffs of
our joint venture companies equals approximately 35, although they are not on
our payroll and their compensation is paid by the Joint Venture Companies. Our
officers are part-time employees. Accordingly we have two total employees, no
full-time employees and two part-time employees. Our officers have signed
employment agreements with us. We presently do not have pension, health,
annuity, insurance or profit sharing plans; however, we may adopt such plans in
the future. There are presently no personal benefits available to our officers
and directors. Mr. Liu and Wei will handle our administrative
duties.











Item 1A. Risk Factors





An
investment in our common stock involves a high degree of risk. The following are
among some of the risks.






Risks
Related to Our Business Plan




We have lack of funding to finance
all our projected projects and joint ventures in China. In the event that we are
unable to raise the necessary debt or equity financing, we may be forced to
cease operations.





We have
approximately $36,267 of cash on our balance sheet as of September 30, 2008. Our
lack of funding, whether through debt or equity capital, makes it unlikely that
we will be able to meet our commitments or continue in business.





The film making industry requires significant up-front capital
expenditures.





The film
making industry requires significant up-front capital expenditures for script
writers, actors, other talent, production staff and capital equipment before a
negative is ever made and a movie shown to the public. We may not have the
financial resources to be successful in this industry given these underlying
economics.





We
face intense competition from other media and entertainment companies in China,
many of whom have significantly greater resources than do we.





Several
of these existing competitors have greater financial, personnel, artistic and
capacity resources than we do and, as a result, these competitors may be in a
stronger position to respond quickly to market opportunities, new or emerging
trends and changes in client requirements.





Governmental
regulation of the content of television programs and films limits our business
and makes it hard to predict whether a television or film venture will be
censured or will ever be a commercial success.





Governmental
regulation of content of media ventures limits our business, unlike in the
United States and elsewhere, and makes it difficult to predict whether a
television or film venture will be censured or will ever become a commercial
success.





Box
revenue and other types of revenue from films and TV series may be difficult to
predict and have a long payment cycle; traditional business planning models and
capital budgeting techniques are difficult to apply.





Our
future business will be subject to the whim of the box office, with revenues
that are difficult to predict, which makes traditional business planning
techniques and capital budgeting decisions very risky.





Talent
driven businesses are risky when revenue depends on the performance of an actor
or actress.





Our
future business will be subject to the changes and vicissitudes of our primary
resources, which are our talented actors and actresses. This is a risky fact of
life.





Our
operations depend highly on Mr. Jake Wei and Mr. Liu, XiaoLin, our Chairman and
Vice Chairman.




The
success of operations depends greatly on two key executives, Mr. Jake Wei and
Mr. Liu, XiaoLin. The loss of the services of Mr. Wei or Mr. Liu could adversely
affect our ability to conduct our business. They currently have employment
agreements with the Company for a term of two years that are terminable by
either the Company or the employee upon three months prior written
notice.





Our
operations will depend on our ability to attract and retain a highly talented
group of artists and production personnel at our three joint venture
companies.




Because
of the highly specialized, technical and artistic nature of the business of our
joint venture companies, we must attract and retain a highly skilled group of
employees and a sizeable workforce of competent skilled employees. Although we
do not anticipate unacceptable attrition among the staff at our joint venture
companies, if our joint venture companies were to lose a substantial portion of
such persons in the future, our ability to effectively pursue our business
strategy could be materially and negatively affected.




9




We
may not be able to effectively respond to rapid growth in demand for our
television shows and films.




If we are
successful in obtaining rapid market growth of our media and entertainment
businesses in China, we will be required to deliver large volumes of quality
television programs and films to clients on a timely basis at a reasonable cost
to those customers. Meeting such increased demands will require us to expand our
facilities, to increase our ability to purchase talent, to increase the size of
our work force, to expand our quality control capabilities and to increase the
scale upon which we produce products. Such demands would require more capital
and working capital than we currently have available.




We
may not be able to finance the development of our business.




Our
future operating results will depend to a significant extent on our ability to
continue to provide new media and entertainment products that compare favorably
on the basis of cost with the products of our competitors, many of whom have
production capabilities and technologies that compete well with our products.
This will require a substantial outlay of capital. To remain competitive, we
must continue to incur significant costs in talent, equipment and facilities.
These costs may increase, resulting in greater fixed costs and operating
expenses. All of these factors create pressures on our working capital and
ability to fund our current and future production activities and the expansion
of our business.




Our
business depends on our ability to protect our intellectual property
effectively.




The
success of our business depends in substantial measure on the legal protection
of the copyrights and trademarks and other proprietary rights in media and
entertainment products that we will hold. While we may be able to obtain limited
protection in China under existing laws, we may not be able to obtain worldwide
protection for our activities.





Monitoring
infringement of intellectual property rights is difficult, and we cannot be
certain that the steps we have taken will prevent unauthorized use of our
intellectual property and know-how, particularly in the PRC and other countries
in which the laws may not protect our proprietary rights as fully as the laws of
the United States. Accordingly, other parties, including competitors, may
duplicate our products using our proprietary technologies. Pursuing legal
remedies against persons infringing our copyrights and trademarks or otherwise
improperly using our proprietary information is a costly and time consuming
process that would divert management's attention and other resources from the
conduct of our other business.





Risks
Related to our Common Stock





The
Company's stock is thinly traded, so you may be unable to sell your shares at or
near the quoted bid prices if you need to sell a significant number of your
shares.




The
shares of the Company's common stock are thinly-traded on the OTC Bulletin
Board, meaning that the number of persons interested in purchasing its common
shares at or near bid prices at any given time may be relatively small or
non-existent. This situation is attributable to a number of factors, including
the fact that the Company is relatively unknown to stock analysts, stock
brokers, institutional investors and others in the investment community that
generate or influence sales volume, and that even if it came to the attention of
such persons, they tend to be risk-averse and may be reluctant to follow the
Company. As a consequence, there may be periods of several days or more when
trading activity in the shares is minimal or non-existent, as compared to a
seasoned issuer which has a large and steady volume of trading activity that
will generally support continuous sales without an adverse effect on share
price. The Company cannot give you any assurance that a broader or more active
public trading market for its common shares will develop or be sustained, or
that current trading levels will be sustained. Due to these conditions, the
Company can give you no assurance that you will be able to sell your shares at
or near bid prices or at all if you need money or otherwise desire to liquidate
your shares.




10




You
may have difficulty selling the Company's shares because they are deemed “penny
stocks”.




Since the
Company's common stock is not listed on the NASDAQ Stock Market, if the trading
price of its common stock remains below $5.00 per share, trading in its common
stock will be subject to the requirements of certain rules promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require
additional disclosure by broker-dealers in connection with any trades involving
a stock defined as a penny stock (generally, any non-NASDAQ equity security that
has a market price of less than $5.00 per share, subject to certain exceptions).
Such rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith and impose various sales practice requirements on broker-dealers
who sell penny stocks to persons other than established customers and accredited
investors (generally defined as an investor with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 individually or $300,000 together
with a spouse). For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to the sale. The
broker-dealer also must disclose the commissions payable to the broker-dealer,
current bid and offer quotations for the penny stock and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market. Such information must be
provided to the customer orally or in writing before or with the written
confirmation of trade sent to the customer. Monthly statements must be sent
disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. The additional burdens
imposed upon broker-dealers by such requirements could discourage broker-dealers
from effecting transactions in the Company's common stock, which could severely
limit the market liquidity of the common stock and the ability of holders of the
common stock to sell their shares.





Stockholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (i) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (iii) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differential and markups
by selling broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses.





Potential
issuance of additional common and preferred stock could dilute existing
stockholders.




The
Company is authorized to issue up to 100,000,000 shares of common stock. To the
extent of such authorization, the Company's Board of Directors has the ability,
without seeking stockholder approval, to issue additional shares of common stock
in the future for such consideration as the Board of Directors may consider
sufficient. The issuance of additional common stock in the future will reduce
the proportionate ownership and voting power of the common stock offered hereby.
The Company is also authorized to issue up to 100,000,000 shares of preferred
stock. In addition the Board of Directors could designate additional classes and
series of preferred stock without stockholder approval, and could create
additional securities which would have dividend and liquidation preferences over
the common stock offered hereby. Preferred stockholders could adversely affect
the rights of holders of common stock by:




-
            exercising
      voting, redemption and conversion rights to the detriment of the holders
      of common stock;-
            receiving
      preferences over the holders of common stock regarding or surplus funds in
      the event of its dissolution or
liquidation;





-
            delaying,
      deferring or preventing a change in control of the Company;
      and-
            discouraging
      bids for its common stock.




The
market price of the Company's stock may be adversely affected by market
volatility.




The
market price of the Company's common stock is likely to be volatile and could
fluctuate widely in response to many factors, including:





-
            announcements
      of contracts or innovations by the Company or its
    competitors;-
            announcements
      of new entertainment products or new contracts by the Company or its
      competitors;





-
            actual
      or anticipated variations in its operating results due to the level of
      expenses and other factors;-
            changes
      in financial estimates by securities analysts and whether its earnings
      meet or exceed such estimates;





-
            new
      accounting standards;-
            general
      economic, political and market conditions and other factors;
      and





-
            The
      lack of depth and liquidity of the market for our common stock;
      and





In
addition, the stock market in general, and the over-the-counter market in
particular, has experienced significant price and volume fluctuations that have
often been unrelated or disproportionate to the performance of listed companies.
These broad market and industry factors may seriously harm the market price of
our common stock, regardless of our operating performance.











Only a limited trading market for our common stock
exists.




Historically,
we have had limited trading in our common stock, in part, as a result of the
limited public float in our stock and as a result of our operating history.
Unless a substantial number of shares are sold by the selling shareholders and
other GCME shareholders into the open market, an active trading market for
shares of our common stock may never develop. Without an active market in our
shares, the liquidity of the stock could be limited and prices for the common
stock would be depressed.


Our
common stock is traded in the over-the-counter market through the
Over-the-Counter Electronic Bulletin Board. Our common stock may never be
included for trading on any stock exchange or through any other quotation system
(including, without limitation, the NASDAQ Stock Market).





We
are obligated to indemnify our officers and directors for certain losses they
suffer.




Article X
of our By-Laws provides that theCorporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that such person is or was a Director, Trustee, Officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
Director, Trustee, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgment, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and with respect
to any criminal action proceeding, had reasonable cause to believe that such
person's conduct was unlawful.


.


Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Securities Act, and, is,
therefore, unenforceable.





Item 1B. Unresolved SEC Staff Comments




We have
not received any comments from the staff of the SEC regarding our periodic or
current reports that remain unresolved.





12




Item 2. Properties





The
Company currently maintains a leased office as its headquarters in Beijing of
approximately 5000 square feet at 10th Floor, Building A,TongYongGuoJi Center,
No.3 Jianguomenwai Road, Chaoyang District, Beijing, China 100101. The term of
the lease is month to month at a monthly rental plus other expenses from a
non-affiliated landlord of approximately RMB 100,000 ($14,605).




(a) Real
Estate: None


(b)
Equipment, library, and furniture at September 30, 2008: $47,194.





Item 3. Legal Proceedings





In the
ordinary course of business, the Company may be involved in legal proceedings
from time to time. As of the date of this report, there were no legal
proceedings to report.





No
director, officer or affiliate of the Company and no owner of record or
beneficial owner of more than 5% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to it in reference to pending
litigation.








Item 4. Submission of Matters to A Vote of Security
Holders





None.












PART
II





Item 5. Market For Registrant's Common Equity, Related Stockholder
Matters and Issuer Sales and Purchases of Equity Securities




(a) The
Company's common stock is traded on the Over-the-Counter Bulletin Board
maintained by the NASD under the trading symbol “GCME.OB”. The following table
sets forth high and low bid prices of the common stock for year ended September
30, 2008 as follows:







Bid
      (U.S.$)2008
                High
                LowFirst
      Quarter
                0.22
                0.15Second
      Quarter
                0.13
                0.08Third
      Quarter
                0.03
                0.01Fourth
      Quarter
                0.01
                0.01





Quotations,
if made, represent only prices between dealers and do not include retail
markups, markdowns or commissions and accordingly, may not represent actual
transactions.





Because
of the rules and regulations governing the trading of small issuers' securities,
the Company's securities are presently classified as "Penny Stock", a
classification which places significant restrictions upon broker-dealers
desiring to make a market in these securities. It has been difficult for
management to interest broker-dealers in our securities and it is anticipated
that these difficulties will continue until the Company is able to obtain a
listing on NASDAQ, at which time market makers may be able to trade its
securities without complying with the stringent requirements. The existence
of market quotations should not be considered evidence of an "established
public trading market". The public trading market is presently limited as to the
number of market markers in the Company stock and the number of states within
which its stock is permitted to be traded.





Holders


As of
September 30, 2008, the Company had approximately 20 shareholders of record of
the common stock. Over 1,000 shareholders held stock in street
name.





Dividends


No
dividends on outstanding common stock have ever been paid. The Company presently
has no plans regarding payment of dividends in the foreseeable
future.







Item 6. Selected Financial Data





Financial
Highlights





2008
              
              2007
              
              2006
              
              2005Revenue
              $
              3,050,994
              $
              671,225
              $
              -
              $
              -Operating
      income (loss)
              
              (1,007,644)
              
              (957,591
      )
              
              (207,829)
              
              (33,682)Net
      income (loss)
              
              (1,008,243)
              
              (943,356
      )
              
              (207,829)
              
              (33,682)Diluted
      earnings (loss) per share
              
              (0.03)
              
              (0.04)
              
              (0.01)
              
              (0.03)Cash
      dividends declared per share
              
              N/A
              
              N/A
              
              N/A
              
              N/ACash
              
              36,267
              
              81,885
              
              25,631
              
              45,442Total
      assets
              
              2,342,216
              
              1,801,263
              
              55,631
              
              45,442Long-term
      obligations
              
              N/A
              
              N/A
              
              N/A
              
              N/AStockholders'
      equity (deficiency)
              
              213,856
              
              590,424
              
              (125,636)
              
              (25,557)










Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations





As more
fully described in Item 1Business of Part I, the Company has focused on the
media and entertainment industry in China.








Results
of Operations





Fiscal
Year Ended September 30, 2008 Compared to Fiscal Year Ended
September 30, 2007





The
Company's operations are classified into two reportable business segments:
promotional and event services (which are operated by Racemind Hua Ding) and
film and television production and distribution (which are operated by Hua Ding
and Beijing HuaDing).





Summarized
financial information for the year ended September 30, 2008 and 2007 concerning
the Company's business segments is as follows:








Year
      endedSeptember
      30,(Expressed
      in U.S. Dollars)
              
              2008
              
              2007RevenuesPromotional and event services
              $
              3,050,994
              $
              671,225Film
      and television production and distribution
              
              944,968
              
              -Total
      revenues
              
              3,995,962
              
              671,225Costs
      and expensesCosts
      related to promotional and event services revenues
              
              2,770,204
              
              671,011Costs
      related to film and television production anddistribution
      revenues
              
              -
              
              -Amortization
      of capitalized film and television costs
              
              958,954
              
              90,000Selling,
      general and administrative expenses
              
              1,274,448
              
              867,805Total
      costs and expenses
              
              5,003,606
              
              1,628,816Loss
      from operations
              
              (1,007,644)
              
              (957,591
      )Interest
      income
              
              2,516
              
              923Minority
      interests
              
              (3,115
      )
              
              13,312Loss
      before income taxes
              
              (1,008,243)
              
              (943,356
      )Income
      taxes
              
              -
              
              -Net
      Loss
              $
              (1,008,243)
              $
              (943,356
      )Net
      loss per shareBasic
      and diluted
              $
              (0.03)
              $
              (0.04)











Revenue:
The Company has generated revenue of $3,995,962 during this reporting period, an
increase of $3,324,737 compared to the previous year attributable to increased
film and movie production and distribution.





Cost
and
expenses: Our cost and expenses increased by $3,374,790 reflecting
increased costs associated with public relations and film, TV productions as
well as general expenses.





Loss
from operations: Loss from operations increased by $50,053 due
to increase in revenue.








Loss
before income taxes: An increase of $64,887 in loss before income taxes
was attributable to increased interest income and revenue.








Net
loss: Net losses are the same as “Loss before income taxes”.








Net
loss per share: Net loss per share for 2008 is less than 2007 as a result
of an increase in net loss and increase in number of shares used to compute loss
per share. The number of shares used to compute loss per share for 2008 and 2007
were 29,224,398 and 22,050,959 respectively.









Liquidity
and Capital Resources





Year
      endedSeptember
      30,(Expressed
      in U.S. Dollars)
              
              2008
              
              2007Cash
      flows provided by (used in)operating
      activities
              $
              1,367,969
              $
              (619,865)investing
      activities
              
              (1,431,853)
              
              (1,140,413)financing
      activities
              
              (68,116)
              
              1,798,417Effect
      of foreign exchange rate changes on cash
              
              86,382
              
              18,115Increase
      (decrease) in cash
              
              (45,618)
              
              56,254








Operating
activities: Net cash flows from operating activities, which included the
public relations services and film production and distribution, represented our
primary source of funds for the growth of our business during this reported
period. As of September 30, 2008, the net cash provided by operating activities
was $1,367,969, compared to $619,865 used in operating activities prior
year.








Investing
activities: Net cash used in investing activities, consisting of
capitalized film and television costs and acquisition of equipment, were
$1,431,853 for the year ended September 30, 2008 and $1,140,413 for the year
ended September 30, 2007.








Financing
activities: Net cash used in financing activities was $68,116 for the
year ended September 30, 2008. The net cash provided was $1,798,417 for the year
ended September 30, 2008. The difference was caused by decrease in loan payable
to related parties, decrease in proceeds from sales of common stock and decrease
in minority interests.








The
Company also incurred non-cash investing and financing activities included
issuance of common stocks pursuant to consulting agreement and for loan
repayment. A summary of non-cash investing and financing activities is as
follows:




Year
      ended September 302008
              
              2007Non-cash
      Investing and Financing Activities:Common
      stock issued pursuant to consulting agreement
              $
              702,000
              $
              -Common
      stock issued for loan repayment
              $
              52,711
              $
              -








Off-Balance
Sheet Arrangements








We do not
have any obligations that meet the definition of an off-balance-sheet
arrangement that have or are reasonably likely to have a material effect on our
financial statements, which has not been consolidated.





Contractual
Obligations and Contingent Liabilities and Commitments





These
commitments are discussed in detail in Note 9 to the consolidated financial
statements.









Recent
Accounting Pronouncements





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
157), which defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair-value measurements required under
other accounting pronouncements. It does not change existing guidance as to
whether or not an instrument is carried at fair value. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. In February 2008, the FASB
issued FASB Staff Position No. FAS 157-1 (FSP FAS 157-1), which excludes SFAS
No. 13, “Accounting for Leases” and certain other accounting pronouncements that
address fair value measurements under SFAS 13, from the scope of SFAS 157.
In February 2008, the FASB issued FASB Staff Position No. 157-2 (FSP 157-2),
which provides a one-year delayed application of SFAS 157 for nonfinancial
assets and liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually).
The Company is required to adopt SFAS 157 as amended by FSP FAS 157-1 and FSP
FAS 157-2 on October 1, 2009, the beginning of its fiscal year
2009/10.  The Company does not expect the application of SFAS No. 157
to have a material effect on the Company’s consolidated financial
statements.





In
October 2008, the FASB issued FASB Staff Position No. FAS 157-3, “Determining
the Fair Value of a Financial Asset in a Market That Is Not Active” (FSP 157-3),
which clarifies the application of SFAS 157 when the market for a financial
asset is inactive. Specifically, FSP 157-3 clarifies how (1) management’s
internal assumptions should be considered in measuring fair value when
observable data are not present, (2) observable market information from an
inactive market should be taken into account, and (3) the use of broker quotes
or pricing services should be considered in assessing the relevance of
observable and unobservable data to measure fair value. The guidance in FSP
157-3 is effective immediately and will apply to the Company upon adoption of
SFAS 157.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment to FASB No.
115” (SFAS 159). Under SFAS 159, entities may elect to measure specified
financial instruments and warranty and insurance contracts at fair value on a
contract-by-contract basis, with changes in fair value recognized in earnings
each reporting period. The election, called the fair value option, will enable
entities to achieve an offset accounting effect for changes in fair value of
certain related assets and liabilities without having to apply more complex
hedge accounting provisions.  SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. The Company does not expect to elect
the fair value option for any of its financial assets or financial liabilities;
therefore, this statement is not expected to have a material impact on the
Company’s consolidated financial statements.





In June
2008, the FASB issued Staff Position EITF 03-06-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities” (FSP EITF 03-06-1). FSP EITF 03-06-1 provides that unvested
share-based payment awards that contain nonforfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of earnings per share pursuant to the
two-class method in SFAS No. 128, “Earnings per Share”.   EITF
03-06-1 is not expected to have any impact on the Company’s consolidated
financial statements.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of Accounting Research Bulletin
No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent’s ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the
parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The Company must adopt SFAS 160 on October 1, 2009, the beginning
of its fiscal year 2009/10.  The Company does not expect the
application of SFAS No. 160 to have a material adverse effect on the
consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (SFAS
141R), which establishes principles and requirements for the reporting entity in
a business combination, including recognition and measurement in the financial
statements of the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree. SFAS 141R applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, and interim periods within those fiscal years. The Company must adopt
SFAS 141R on October 1, 2009, the beginning of its fiscal year
2009/10.  The Company does not expect the application of SFAS 141R to
have a material effect on the consolidated financial statements





Application
of Critical Accounting Policies





The
preparation of financial statements in conformity with accounting principles
generally accepted in the U.S., or GAAP, requires the Company 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 the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. In recording
transactions and balances resulting from business operations, the Company uses
estimates based on the best information available for such items as depreciable
lives. The Company revises the recorded estimates when better information is
available, facts change or actual amounts can be determined. These revisions can
affect operating results.







Item
7A. Quantitative and Qualitative Disclosures About Market Risk





Not
applicable.








Item 8. Financial Statements and Supplementary Data


EPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders of
 Greater
China Media and Entertainment Corp.
 
 I have
audited the accompanying consolidated balance sheets of Greater China Media and
Entertainment Corp. and subsidiaries (the “Company”), as of September 30, 2008
and 2007 and the related consolidated statements of operations, stockholders’
equity, and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company’s management.  My
responsibility is to express an opinion on these consolidated financial
statements based on my audits.
 
 I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audits provide a reasonable basis for
my opinion.
 
 In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Greater China Media and
Entertainment Corp. and subsidiaries as of September 30, 2008 and 2007 and the
results of their operations and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United
States.
 
 The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 2 to the consolidated financial statements, the Company’s present financial
situation raises substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to this matter are also
described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 /s/ Michael T. Studer CPA
P.C.
 
 
 Freeport,
New York
 January  12,
2009


Greater
      China Media and Entertainment Corp.Consolidated
      Balance SheetsSeptember
      30,(Expressed
      in U.S. Dollars)
                    
                    2008
                    
                    2007ASSETSCurrent
      assetsCash
                    $
                    36,267
                    $
                    81,885Accounts
      receivable, net of allowance for doubtful accountsof
      $0 and $0, respectively
                    
                    257,662
                    
                    519,250Other
      receivables
                    
                    8
                    
                    111,503Prepaid
      expenses
                    
                    416,677
                    
                    38,649Total
      current assets
                    
                    710,614
                    
                    751,287Fixed
      assets, net
                    
                    47,194
                    
                    12,969Capitalized
      film and television costs, net
                    
                    1,584,408
                    
                    1,037,007Total
      assets
                    $
                    2,342,216
                    $
                    1,801,263LIABILITIESCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                    $
                    771,935
                    $
                    230,180Deposit
      received from customer
                    
                    292,100
                    
                    -Deferred
      revenues
                    
                    -
                    
                    133,380Accrued
      consulting fees payable to related parties
                    
                    781,822
                    
                    499,775Loans
      payable to related parties
                    
                    139,465
                    
                    334,512Total
      current liabilities and total liabilities
                    
                    1,985,322
                    
                    1,197,847Minority
      interests
                    
                    143,038
                    
                    12,992STOCKHOLDERS'
      EQUITYStockholders'
      EquityPreferred
      stock: $0.00001 par value;authorized
      100,000,000 shares,issued
      and outstanding 0 and 0 shares, respectively
                    
                    -
                    
                    -Common
      stock, $0.00001 par value;authorized
      1,000,000,000 shares,issued
      and outstanding 29,688,065 and 25,300,000 shares,
    respectively
                    
                    297
                    
                    253Additional
      paid-in capital
                    
                    2,511,289
                    
                    1,756,622Deferred
      stock-based compensation
                    
                    (273,000)
                    
                    -Accumulated
      other comprehensive income
                    
                    168,380
                    
                    18,416Deficit
                    
                    (2,193,110)
                    
                    (1,184,867)Total
      stockholders' equity
                    
                    213,856
                    
                    590,424Total
      liabilities and stockholders' equity
                    $
                    2,342,216
                    $
                    1,801,263(The
      accompanying notes are an integral part of these consolidated financial
      statements)


















Greater
      China Media and Entertainment Corp.Consolidated
      Statements of OperationsYear
      endedSeptember
      30,(Expressed
      in U.S. Dollars)
                      
                      2008
                      
                      2007RevenuesPromotional
      and event services
                      $
                      3,050,994
                      $
                      671,225Film
      and television production and distribution
                      
                      944,968
                      
                      -Total
      revenues
                      
                      3,995,962
                      
                      671,225Costs
      and expensesCosts
      related to promotional and event services revenues
                      
                      2,770,204
                      
                      671,011Costs
      related to film and television production anddistribution
      revenues
                      
                      -
                      
                      -Amortization
      of capitalized film and television costs
                      
                      958,954
                      
                      90,000Selling,
      general and administrative expenses
                      
                      1,274,448
                      
                      867,805Total
      operating costs and expenses
                      
                      5,003,606
                      
                      1,628,816Loss
      from operations
                      
                      (1,007,644)
                      
                      (957,591)Interest
      income
                      
                      2,516
                      
                      923Minority
      interests
                      
                      (3,115)
                      
                      13,312Loss
      before income taxes
                      
                      (1,008,243)
                      
                      (943,356)Income
      taxes
                      
                      -
                      
                      -Net
      Loss
                      $
                      (1,008,243)
                      $
                      (943,356)Net
      loss per shareBasic
      and diluted
                      $
                      (0.03)
                      $
                      (0.04)Number
      of common shares used tocompute
      loss per shareBasic
      and diluted
                      
                      29,224,398
                      
                      22,050,959(The
      accompanying notes are an integral part of these consolidated financial
      statements)















Greater
      China Media and Entertainment Corp.Consolidated
      Statement of Stockholders' EquityFor
      the years ended September 30, 2008 and 2007Deferred
                
                Accumulated
      other
                TotalCommon
      Stock
                Additional
                stock-based
                
                comprehensive
                Stockholders'(Expressed
      in U.S. Dollars)
                Shares
                Amount
                paid-in
      capital
                compensation
                Deficit
                income
                EquityBalance,
      September 30, 2006
                20,100,000
                201
                115,674
                
                (241,511)
                -
                (125,636)Sale
      of units in private placementat
      $0.50 per unit
                3,200,000
                32
                1,599,968
                
                -
                -
                1,600,000Commissions
      relating to private placement
                -
                -
                (80,000)
                
                -
                -
                (80,000)Issuance
      of common stock to Racemindshareholders
      relating to information of theRacemind
      Joint Venture
                2,000,000
                20
                120,980
                
                -
                -
                121,000Foreign
      currency translation adjustment
                -
                -
                -
                
                -
                18,416
                18,416Net
      loss for the yearended
      September 30, 2007
                -
                -
                -
                
                (943,356)
                -
                (943,356)Balance,
      September 30, 2007
                25,300,000
                $253
                $1,756,622
                $-
                $(1,184,867)
                $18,416
                $590,424Issuance
      of common stock pursuant toConsultancy
      Services Agreement
                3,900,000
                39
                701,961
                (702,000)
                -
                -
                -Amortization
      of deferred stock-basedcompensation
      relating to the ConsultancyServices
      Agreement
                -
                -
                -
                429,000
                -
                -
                429,000Issuance
      of common stock for loanrepayment
      at $0.108 per unit
                488,065
                5
                52,706
                -
                -
                -
                52,711Foreign
      currency translation adjustment
                -
                -
                -
                -
                -
                149,964
                149,964Net
      loss for the yearended
      September 30, 2008
                -
                -
                -
                -
                (1,008,243)
                -
                (1,008,243)Balance,
      September 30, 2008
                29,688,065
                $297
                $2,511,289
                $(273,000)
                $(2,193,110)
                $168,380
                $213,856(The
      accompanying notes are an integral part of these consolidated financial
      statements)














Greater
      China Media and Entertainment Corp.Consolidated
      Statements of Cash FlowsYear
      endedSeptember
      30,(Expressed
      in U.S. Dollars)
                
                2008
                
                2007Cash
      flows from (used in) operating activitiesNet
      loss
                $
                (1,008,243)
                $
                (943,356)Adjustments
      to reconcile net loss to net cashprovided
      by (used for) operating activities:Depreciation
      of fixed assets
                
                7,566
                
                426Amortization
      of capitalized film and television costs
                
                958,954
                
                90,000Stock-based
      compensation
                
                429,000
                
                121,000Minority
      interests
                
                3,115
                
                (13,312)Changes
      in operating assets and liabilities:Accounts
      receivable
                
                261,588
                
                (519,250)Other
      receivables
                
                111,495
                
                (111,503)Prepaid
      expenses
                
                (378,028)
                
                (8,649)Accounts
      payable and accrued liabilities
                
                541,755
                
                214,957Deposit
      received from customer
                
                292,100
                
                -Deferred
      revenues
                
                (133,380)
                
                133,380Accrued
      consulting fees payable to related parties
                
                282,047
                
                416,442Net
      cash provided by (used for) operating activities
                
                1,367,969
                
                (619,865)Cash
      flows used in investing activitiesCapitalized
      film and television costs
                
                (1,392,426)
                
                (1,127,007)Acquisition
      of fixed assets
                
                (39,427)
                
                (13,406)Net
      cash used for investing activities
                
                (1,431,853)
                
                (1,140,413)Cash
      flows from (used in) financing activitiesIncrease
      (decrease) in loans payable to related parties
                
                (195,047)
                
                251,801Proceeds
      from sales of common stock, net
                
                -
                
                1,520,000Minority
      interests
                
                126,931
                
                26,616Net
      cash provided by (used for) financing activities
                
                (68,116)
                
                1,798,417Effect
      of foreign exchange rate changes on cash
                
                86,382
                
                18,115Increase
      (decrease) in cash
                
                (45,618)
                
                56,254Cash,
      beginning of year
                
                81,885
                
                25,631Cash,
      end of year
                $
                36,267
                $
                81,885Supplemental
      disclosures of cash flow information:Interest
      paid
                $
                611
                $
                -Income
      tax paid
                $
                -
                $
                -Non-cash
      Investing and Financing Activities:Common
      stock issued pursuant to consulting agreement
                $
                702,000
                $
                -Common
      stock issued for loan repayment
                $
                52,711
                $
                -(The
      accompanying notes are an integral part of these consolidated financial
      statements)
   
 GREATER
CHINA MEDIA AND ENTERTAINMENT CORP.
 Notes to
Consolidated Financial Statements
 (Expressed
in U.S. Dollars)
 September
30, 2008
 
 Note
1 - Organization and Nature of Operations
 
 Greater
China Media and Entertainment Corp. ("GCME") was incorporated in the state of
Nevada on December 15, 2004 under the name AGA Resources, Inc. From inception to
July 2006, GCME was engaged in mineral exploration. In July 2006, the Company
decided to terminate mineral exploration activities and to concentrate on media
and entertainment activities in the People's Republic of China ("PRC"). On
August 9, 2006, the Company changed its name to Greater China Media and
Entertainment Corp.
 
 In March
2007, the Company formed a wholly owned subsidiary, Beijing Hua Ding Century
Media Investment Consultants Limited ("Hua Ding"), a limited liability company
formed under the laws of the PRC. Hua Ding produces and distributes film and
television properties.
 
 In May
2007 (see note 6), GCME and a third party located in PRC formed a PRC joint
venture Beijing Racemind Hua Ding International Marketing Consultants Limited
("Racemind Hua Ding"). Racemind Hua Ding, which is owned 60% by GCME, provides
promotional and event services to customers in the PRC.
 
 In March
2008, the Company acquired a 70% interest in Beijing HuaDing Century
International Cultural Limited Corp. ("Beijing HuaDing"), a company incorporated
under the laws of the PRC, which engages in the production and distribution of
film and television properties. The Chairman of the Company, Mr. Jake Wei, holds
the interest in Beijing HuaDing in trust for the benefit of the
Company.
 
 Note
2 - Summary of Significant Accounting Policies
 
 (i) Principles of
consolidation
 
 The
accompanying consolidated financial statements include the accounts of GCME, Hua
Ding, Racemind Hua Ding and Beijing Hua Ding (collectively, the “Company”). All
significant inter-company transactions and accounts have been eliminated in
consolidation.
 
 (ii)Basis of
presentation
 
 The
accompanying consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States and are
expressed in U.S. dollars.
 
 The
financial statements have been prepared on a “going concern” basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, at September 30, 2008, the Company had
negative working capital of $1,274,708. For the years ended September 30, 2008
and 2007, the Company incurred net losses of $1,008,243 and $943,356,
respectively. These factors create substantial doubt as to the Company’s ability
to continue as a going concern. The Company plans to raise additional capital
and to establish profitable business operations. However, there is no assurance
that the Company will be successful in accomplishing these objectives. The
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.
 
 (iii) Use of
estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
   
 (iv) Concentration of credit
risk
 
 The
Company maintains Renminbi cash balances in banks in China and U.S. Dollar and
Canadian Dollar cash balances in a Canadian bank, that are not insured. Revenues
were derived in geographic locations outside the United States.
 
 (v) Fair value of financial
instruments
 
 The
Company’s financial instruments consist of cash, accounts receivable, other
receivables, accounts payable and accrued liabilities, accrued consulting fees
payable to related parties, and loans payable to related parties. The carrying
amounts approximate fair value due to their short maturities.
 
 (vi) Foreign currency
translation
 
 The
functional currency of GCME is the United States dollar. The functional currency
of Hua Ding, Racemind Hua Ding and Beijing Hua Ding is the Chinese Renminbi
(“RMB”). The reporting currency of the Company is the United States
dollar.
 
 Hua Ding,
Racemind Hua Ding and Beijing Hua Ding's assets and liabilities are translated
into United States dollars at period – end exchange rates $0.14605 and $0.13338
at September 30, 2008 and 2007, respectively. Hua Ding, Racemind Hua Ding and
Beijing Hua Ding revenues and expenses are translated into United States dollars
at weighted average exchange rates for the periods $0.14104 and $0.12980 for the
years ended September 30, 2008 and 2007, respectively. Resulting translation
adjustments are recorded as a component of accumulated other comprehensive
income within stockholders’ equity.
 
 (vii) Cash and cash
equivalents
 
 The
Company considers all highly liquid instruments with activities of three months
or less at the time issuance to be cash equivalents.
 
 (viii) Accounts receivable
and allowance for doubtful accounts
 
 Accounts
receivable are recorded net of allowances for doubtful accounts and reserves for
returns. In the normal course of business, the Company extends credit to
customers that satisfy predefined credit criteria. The Company is required to
estimate the collectibility of its receivables. Reserves for returns are based
on historical return rates and sales patterns. Allowances for doubtful accounts
are established through the evaluation of accounts receivable agings and prior
collection experience to estimate the ultimate realization of these
receivables.
 
 (viii) Fixed
assets
 
 Fixed
assets are stated at cost and are depreciated using the straight line method
over the estimated useful lives of the respective assets.
 
 (ix) Film and Television
Costs
 
 Film and
television costs include capitalizable direct negative costs, production
overhead, interest, development costs, and acquired production costs and are
stated at the lower of cost, less accumulated amortization, or fair
value.
 
 Film and
television production and participation costs are expensed based on the ratio of
the current period’s gross revenues to estimated remaining total gross revenues
(Projected Revenue Method) from all sources on an individual production basis.
Estimated remaining gross revenue for film productions includes revenue that
will be earned within ten years of the date of the initial theatrical release.
Development costs for projects that have been abandoned or have not been set for
production within three years are generally written off.
 
 Television
network series costs are amortized under the Projected Revenue Method based on
revenues from such programs or on a straight-line basis, as appropriate. For
television network series, the Company includes revenues that will be earned
within ten years of the delivery of the first episode, or if still in
production, five years from the date of delivery of the most recent episode, if
later.
 
 Estimates
of total gross revenues can change significantly due to a variety of factors,
including advertising rates and the level of market acceptance of the
production. Accordingly, revenue estimates are reviewed periodically and
amortization is adjusted, if necessary. Such adjustments could have a material
effect on results of operations in future periods.
   
 (x) Long-lived
assets
 
 The
Company records impairment losses on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets’ carrying
amount.
 
 (xi) Revenue
Recognition
 
 The
following are the conditions that must be met in order to recognize revenue:
(a) persuasive evidence of a sale or licensing arrangement with a customer
exists; (b) the film is complete and has been delivered or is available for
immediate and unconditional delivery; (c) the license period of the
arrangement has begun and the customer can begin its exploitation, exhibition or
sale; (d) the arrangement fee is fixed or determinable and
(e) collection of the arrangement fee is reasonably assured. Amounts
received from customers prior to the availability date of the product are
included in deferred revenues. Revenue from the theatrical distribution of films
is recognized at the later of (a) when films are exhibited in theatres or
(b) when theatrical revenues are reported to us by third parties, such as
third party distributors.
 
 The
Company recognizes revenue of promotion and event services when the following
criteria are met: persuasive evidence that an arrangement exists; delivery has
occurred or services have been rendered; the price to the customer is fixed or
determinable; and collectability is reasonably assured. If all of the above
criteria have been met, revenues are principally recognized when services have
been rendered. Amounts received from customers in advance of the period in which
service is rendered are deferred and recorded on the balance sheet as a
liability under "deferred revenues."
 
 (xii) Stock-based
compensation
 
 The Company
accounts for stock-based compensation in accordance with SFAS No.123 and
SFAS No.123 (R) under the fair value based method that measures compensation
cost at the grant date based on the value of the award and is recognized over
the service period, which is usually the vesting period.
 
 (xiii) Advertising
costs
 
 Advertising
costs are expensed as incurred. The Company did not incur any advertising costs
for the years ended September 30, 2008 and 2007.
 
 (xiv) Income
taxes
 
 The
Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income
Taxes”. Under SFAS No. 109, deferred income tax assets and liabilities
are computed for differences between the financial statements and tax bases of
assets and liabilities that will result in taxable or deductible amounts in the
future, based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established when necessary, to reduce deferred income tax assets to the amount
expected to be realized.
 
 (xv) Earnings per
share
 
 Basic
earnings or loss per share are based on the weighted average number of common
shares outstanding. Diluted earnings or loss per share is based on the weighted
average number of common shares outstanding and dilutive common stock
equivalents. Basic earnings/loss per share is computed by dividing net
income/loss (numerator) applicable to common stockholders by the weighted
average number of common shares outstanding (denominator) for the period. All
earnings or loss per share amounts in the financial statements are basic
earnings or loss per share, as defined by SFAS No. 128, “Earnings Per Share”. Diluted
earnings or loss per share does not differ materially from basic earnings or
loss per share for all periods presented. Convertible securities that could
potentially dilute basic earnings per share in the future such as options and
warrants are not included in the computation of diluted earnings per share
because to do so would be antidilutive.
   
 (xvi) Comprehensive
income
 
 The
Company has adopted SFAS No. 130, “Reporting Comprehensive
Income”, which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The Company
includes items of other comprehensive income by their nature, such as foreign
currency translation adjustments, in a financial statement and displays the
accumulated balance of other comprehensive income separately from accumulated
deficit in the equity section of the balance sheet. The Company discloses total
comprehensive loss, its components and accumulated balances on its consolidated
statement of stockholders’ equity.
 
 (xvii) Related party
transactions
 
 A related
party is generally defined as (a) any person that holds 10% or more of the
Company’s securities and their immediate families, (b) the Company’s management,
(c) someone that directly or indirectly controls, is controlled by, or is under
common control with the Company, or (d) anyone who can significantly influence
the financial and operating decisions of the Company. A transaction is
considered to be a related party transaction when there is a transfer of
resources or obligations between related parties.
 
 (xviii)
Reclassifications
 
 Certain
prior year amounts have been reclassified in order to conform to the current
year presentation. These changes had no effect on previously reported results of
operations or total stockholders’ equity.
 
 (xix) Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
157), which defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair-value measurements required under
other accounting pronouncements. It does not change existing guidance as to
whether or not an instrument is carried at fair value. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. In February 2008, the FASB issued
FASB Staff Position No. FAS 157-1 (FSP FAS 157-1), which excludes SFAS No. 13,
“Accounting for Leases” and certain other accounting pronouncements that address
fair value measurements under SFAS 13, from the scope of SFAS 157. In February
2008, the FASB issued FASB Staff Position No. 157-2 (FSP 157-2), which provides
a one-year delayed application of SFAS 157 for nonfinancial assets and
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). The Company
is required to adopt SFAS 157 as amended by FSP FAS 157-1 and FSP FAS 157-2 on
October 1, 2009, the beginning of its fiscal year 2009/10.  The
Company does not expect the application of SFAS No. 157 to have a material
effect on the Company’s consolidated financial statements.
 
 In
October 2008, the FASB issued FASB Staff Position No. FAS 157-3, “Determining
the Fair Value of a Financial Asset in a Market That Is Not Active” (FSP 157-3),
which clarifies the application of SFAS 157 when the market for a financial
asset is inactive. Specifically, FSP 157-3 clarifies how (1) management’s
internal assumptions should be considered in measuring fair value when
observable data are not present, (2) observable market information from an
inactive market should be taken into account, and (3) the use of broker quotes
or pricing services should be considered in assessing the relevance of
observable and unobservable data to measure fair value. The guidance in FSP
157-3 is effective immediately and will apply to the Company upon adoption of
SFAS 157.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment to FASB No.
115” (SFAS 159). Under SFAS 159, entities may elect to measure specified
financial instruments and warranty and insurance contracts at fair value on a
contract-by-contract basis, with changes in fair value recognized in earnings
each reporting period. The election, called the fair value option, will enable
entities to achieve an offset accounting effect for changes in fair value of
certain related assets and liabilities without having to apply more complex
hedge accounting provisions.  SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007.  The Company does not expect
to elect the fair value option for any of its financial assets or financial
liabilities; therefore, this statement is not expected to have a material impact
on the Company’s consolidated financial statements.
 
 In June
2008, the FASB issued Staff Position EITF 03-06-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities” (FSP EITF 03-06-1). FSP EITF 03-06-1 provides that unvested
share-based payment awards that contain nonforfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) are participating securities and
shall be included in the computation of earnings per share pursuant to the
two-class method in SFAS No. 128, “Earnings per Share”.   EITF
03-06-1 is not expected to have any impact on the Company’s consolidated
financial statements.
  26
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of Accounting Research Bulletin
No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent,
changes in a parent’s ownership of a noncontrolling interest, calculation and
disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the
parent retains its controlling financial interest and fair value measurement of
any retained noncontrolling equity investment. SFAS 160 is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. Early adoption is prohibited. The
Company must adopt SFAS 160 on October 1, 2009, the beginning of its fiscal year
2009/10.  The Company does not expect the application of SFAS No. 160
to have a material adverse effect on the consolidated financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (SFAS
141R), which establishes principles and requirements for the reporting entity in
a business combination, including recognition and measurement in the financial
statements of the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree. SFAS 141R applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, and interim periods within those fiscal years. The Company must adopt
SFAS 141R on October 1, 2009, the beginning of its fiscal year
2009/10.  The Company does not expect the application of SFAS 141R to
have a material effect on the consolidated financial statements
  Note
3 - Capitalized Film and Television Costs
 
 Capitalized
film and television costs consist of:
  September
      30,2008
                          
                          2007"Rich
      Dad, Poor Dad" television series
                          $                 -
                          
                          $        666,884"Tough
      Guy" theatrical film
                          532,960
                          
                          370,123"Rose
      Throne" television series
                          1,185,108
                          
                          -"Cherry
      Love" television series
                          129,108
                          
                          -Total
                          1,847,176
                          
                          1,037,007Less:
      accumulated amortization
                          (262,768)
                          
                          -Capitalized
      film and television costs, net
                          $    1,584,408
                          
                          $     1,037,007
 Based on
management's total gross revenue estimates as of September 30, 2008,
approximately 100% of the $1,584,408 unamortized capitalized film and television
costs at September 30, 2008 are expected to be amortized during the three years
ending September  30, 2011.
 
 "Rich
Dad, Poor Dad" Television Series
 
 On May
18, 2007, the Company, through Hua Ding, entered into a joint production
agreement with Beijing Hua Yi Union Cultural Media Investment Company Limited
("Hua Yi") for the production of the TV series, "Rich Dad, Poor Dad". The total
production costs were estimated at RMB15,000,000 ($2,190,750). The Company
contributed RMB5,000,000 ($729,450) while Hua Yi was to contribute RMB10,000,000
($1,458,900). In December 2007, Hua Ding reached an agreement with Hua Yi
whereby Hua Yi purchased Hua Ding's interest in the television series for a
total of RMB5,700,000 ($794,206). RMB3,400,000 ($484,908) was collected on
December 28, 2007 and RMB 2,300,000 ($309,298) was collected in June 2008. In
the three months ended June 30, 2008, the Company recognized the $794,206
revenue and amortized the entire $729,450 of capitalized costs.
   
 "Tough
Guy" Theatrical Film
 
 On June
25, 2007, GCME entered into a Cooperation Agreement with Mega Vision Productions
Limited, a Hong Kong Corporation ("Mega"), with respect to the production and
distribution of the movie "Tough Guy". The total investment for the movie was
estimated at RMB7,500,000 ($1,095,375) and each party was to pay 50% of the
total investment. The Company can distribute the movie in Mainland China,
excluding Hong Kong, Taiwan and Macau, and Mega can distribute the movie
everywhere else.
 
 On July
17, 2007, Hua Ding executed an agreement with Beijing Hua Yi Hao Ge ("Hao Ge")
to sell the Mainland China television distribution rights of "Tough Guy" for
RMB1,000,000 ($139,334). Under the agreement, Hua Ding was entitled to 30% of
advertising revenue collected by Hao Ge from such television distribution. The
film was completed and delivered to Hao Ge in December 2007 and the Company
recognized the $139,334 collected from Hao Ge as revenues in the three months
ended December 31, 2007.
 
 On July
10, 2008, Hua Ding Executed an agreement with Beijing Ci Wen Film and
productions Ltd. (“Ci Wen”) to transfer its remaining interest in “Tough Guy” to
Ci Wen for RMB 1,850,000 ($270,193). The sale closed in December
2008.
 
 “Rose
Throne” Television Series
 
 On March
20, 2008, the Company, through Beijing Hua Ding, entered into a production
agreement with Beijing Jin Ying Cultural Media Company Limited ("Jin Ying") for
the production of the TV series, "Rose Throne". The total production costs were
estimated at RMB8, 280,000 ($1,209,294) and will be borne by the Company. Any
cash receipts from the sponsors will be distributed as follows: 80% to the
introducing party and the remaining 20% to the other party. Production of the
“Rose Throne” television series was substantially completed at September 30,
2008.
 
 In July
2008, the Company entered into three broadcasting agreements with three local
Chinese TV stations to broadcast the TV series in the Provinces of Guangxi,
Inner Mongolia and Shandong, China for two years.  The agreements
provide for payments to the Company totaling RMB780,960 ($114,059). In November
and December 2008, the Company collected RMB 590,400 ($86,228) from one of these
TV stations.
 
 “Cherry
Love” Television Series
 
 On June
3, 2008, the Company, through Beijing Hua Ding, entered into a joint production
agreement with Kingjoy Vision Media Company Limited ("Kingjoy") for the
production of the TV series, "Cherry Love". The total production costs were
estimated at RMB26,000,000 ($3,797,300). The Company is to contribute RMB13,
000,000 ($1,898,650) while Kingjoy is to contribute RMB13,000,000 ($1,898,650).
The Company has the corresponding distribution rights within China while Kingjoy
has the distribution rights outside China. Any revenue from the advertising
activities with the sponsors will be distributed as follows: 65% to the
introducing party and the remaining 35% to the other party. Shooting of the
“Cherry Love” television series is scheduled to commence in September
2009.
 
 Note
4 - Joint Venture Agreements
 
 Racemind Hua Ding Joint
Venture
 
 On
December 6, 2006, GCME executed a Joint Venture Agreement with Beijing Racemind
Times Marketing Consultants Limited ("Racemind"), a company organized under the
laws of the PRC. The agreement provided for the formation of a joint venture,
Beijing Racemind Hua Ding International Marketing Consultants Limited ("Racemind
Hua Ding"), to conduct a marketing and promotion business in China. The Company
contributed RMB300,000 ($41,000) for a 60% interest in Racemind Hua Ding and
Racemind contributed RMB200,000 ($26,616) for a 40% interest in Racemind Hua
Ding. The Company also issued 2,000,000 shares of its common stock to the
shareholder of Racemind (the $121,000 estimated fair value of these shares at
the date of issuance was included in selling, general and administrative
expenses in the consolidated statement of operations for the year ended
September 30, 2007) and Racemind transferred all its signed marketing and
promotion commercial contracts to Racemind Hua Ding. The agreement, which has a
term of 30 years, also provides that the Company is to provide the required
working capital to Racemind Hua Ding and that Racemind is responsible for the
joint venture's daily operations. If Racemind Hua Ding meets the profit
projection in 3 years, the Company has an option to acquire Racemind's 40%
interest at a price equal to 6 times the average annual profit for the 3 years
and Racemind has an option to sell its 40% interest to the Company at a price
also equal to 6 times the average annual profit for the 3 years. If Racemind Hua
Ding meets the profit projection in 3 years and Racemind decides to terminate
the agreement, the Company may require Racemind to return all of the Company’s
investment in Racemind Hua Ding.
 
 The Joint
Venture Agreement supersedes an earlier Joint Venture Agreement dated September
25, 2006 between the Company and Beijing New Element Co. Ltd. ("New
Element").
 
 At
September 30, 2007 and 2008, the Company has consolidated the financial
statements of Racemind Hua Ding as a 60% owned subsidiary.
   
  Tangde Joint
Venture
 
 On June
14, 2006, the Company executed an agreement with Triumph Research Limited, a
corporation organized under the laws of the British Virgin Islands ("Triumph"),
Beijing Tangde International Film and Culture Co., Ltd., a company organized
under the laws of the PRC ("Tangde"), and the Triumph stockholders. The
agreement provided that the Company would issue 3,209,000 shares of its common
stock to the Triumph stockholders in exchange for 100% of the issued and
outstanding capital stock of Triumph. The agreement also provided that, prior to
closing, Triumph would make a RMB5,100,000 ($744,855) capital contribution to a
joint venture with Tangde (the "Tangde Joint Venture") for a 51% interest in the
Tangde Joint Venture. Under an agreement between Triumph and Tangde dated April
18, 2006, the Tangde Joint Venture is to invest in film and television products,
equipment leasing, agency activities, advertising and other related businesses
in the media and entertainment industries.
 
 The
closing occurred on June 27, 2006 and the Triumph stockholders delivered Stock
Powers conveying their equity interests in Triumph to the Company. However,
since Triumph had failed to make the RMB5,100,000 ($744,855) capital
contribution to the Tangde Joint Venture prior to closing, the Company exercised
its option to withhold delivery of the 3,209,000 shares of common stock to the
Triumph stockholders. Pursuant to a closing agreement, the Triumph stockholders
agreed to pay the RMB5,100,000 ($744,855) capital contribution by September 27,
2006. In the event of a continuing default, the Company has several remedies,
including legal action to enforce the payment obligation created by the closing
agreement, as well as an action to rescind the agreement. At September 30, 2008,
Triumph has no assets other than its rights under the Tangde Joint Venture
agreement.
 
 Star King Joint
Venture
 
 On
December 7, 2006, the Company executed a Joint Venture Agreement with Star King,
a company organized under the laws of the PRC. The agreement provides for the
formation of a joint venture (the "Star King Joint Venture") to conduct a talent
agency business in the PRC. The Company is to contribute RMB600,000 ($87,630)
for a 60% interest in the Star King Joint Venture, and Star King is to
contribute RMB400,000 ($58,420) for a 40% interest in the Star King Joint
Venture. The Company is to deliver 2,000,000 shares of its common stock to Star
King or its designee(s) and Star King is to transfer all its signed agency
contracts to the Star King Joint Venture. The agreement, which has a term of 20
years, also provides that the Company is to provide RMB940,000 ($137,287)
initial working capital to the Star King Joint Venture and that Star King is
responsible for the joint venture's daily operations. If the Star King Joint
Venture generates a pretax profit of RMB8,000,000 ($1,168,400) in the first 2
years, the Company has an option to acquire Star King's 40% interest at a price
equal to 6 times the average annual net profit using a combination of cash and
common stock. If the joint venture generates a pretax profit of RMB8,000,000
($1,168,400) in the first 2 years and Star King decides to terminate the
cooperation, the Company is entitled to entire ownership of the Star King Joint
Venture, including the Company's investment in and loans to the joint venture
and all profit generated from the joint venture.
 
 PRC
regulatory approval of the joint venture has not been received. Accordingly,
funding and operations never commenced. The Company and Star King are
considering the termination of the joint venture agreement.
  Note
5 – Fixed Assets, Net
 
 Fixed
assets, net, consist of:
 September
      30,2008
                          
                          2007Computer
      equipment
                          $     52,220
                          
                          $     13,406Furniture
      and fixtures
                          3,287
                          
                          -Total
                          55,507
                          
                          13,406Less:
      accumulated depreciation
                          (8,313)
                          
                          (437)Net
                          $     47,194
                          
                          $     12,969
  Depreciation
expense charged to operations for the year ended September 30, 2008 was $7,566
(2007: $426).
 
 29










Accrued
consulting fees payable to related parties consist of:





September
      30,2008
                        
                        2007Consulting
      fee payable to:Jake
      Wei (Chairman of the Board of Directors andChief
      Executive Officer) and affiliated companies
                        $        
      615,154
                        
                        $        
      333,107John
      Hui (Former Director and Chief Executive Officer)
                        166,668
                        
                        166,668Total
                        $        
      781,822
                        
                        $        
      499,775


Loans
payable to related parties consist of:




September
      30,2008
                        
                        2007Loan
      payable to Jack Wei, Chairman of the board of Dirctorsand
      Chief Executive Officer, and affiliated companies,non-interest
      bearing, due on demand
                        $           139,465
                        
                        $          
      281,801Loan
      payable to Jian Ping Zhang, former chief executive
officer,non-interest
      bearing, due on demand
                        -
                        
                        52,711Total
                        $          
      139,465
                        
                        $          
      334,512
  Consulting
fees to related parties (included in selling, general and administrative
expenses) for the year ended September 30, 2008 were $294,709 (2007:
$467,654).




Note
7 - Stockholders' Equity





(a)
Common Stock





On
November 1, 2007, GCME executed a Consultancy Services Agreement with three
consultants. The agreement, which term is 18 months from November 1, 2007 to
April 30, 2009, provides that the consultants will perform consulting services
to the Company relating to the marketing and development of its promotion and
event services and film and television production and distribution businesses.
As consideration for their services, GCME issued a total of 3,900,000 freely
tradeable (pursuant to the 2007 Non-Qualified Stock Compensation Plan) shares of
its common stock to the three consultants. The $ 702,000 fair value of the
3,900,000 shares at November 1, 2007 is being expensed ratably over the 18 month
term of the agreement.





(b) Stock
Purchase Warrants





At
September 30, 2008, there are 3,200,000 Series A Warrants and 3,200,000 Series B
Warrants outstanding. Each Series A Warrant entitles the holder to purchase one
share of common stock of the Company at $0.50 per share and expires on December
1, 2008. Each Series B Warrant entitles the holder to purchase one share of
common stock of the Company at $0.60 per share and expires on June 1,
2009.





(c) Stock
Options





On July
5, 2007, the Board of Directors approved the 2007 Non-Qualified Stock
Compensation Plan authorizing the Company to issue shares of common stock or
grant stock options for the issuance of up to 5,000,000 shares of common stock
of the Company.





At
September 30, 2008, there was no outstanding stock options. No options were
granted, exercised or cancelled during the years ended September 30, 2008 and
2007.
















The
Company is subject to current income taxes on an entity basis on taxable income
arising in or derived from the tax jurisdiction in which each entity is
domiciled.





GCME was
incorporated in the United States and is subject to United States income tax. No
United States income taxes were provided in 2008 and 2007 since GCME had taxable
losses in those periods. At September 30, 2008, the Company has not yet
determined it to be more likely than not that a deferred tax asset attributable
to the future utilization of GCME net operating loss carryforwards as of
September 30, 2008 will be realized. Accordingly, the Company has provided a
100% allowance against the deferred tax asset in the consolidated financial
statements at September 30, 2008. The Company will continue to review this
valuation allowance and make adjustments as appropriate. Current United States
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income may be limited.





Hua Ding,
Racemind Hua Ding, and Beijing Hua Ding were formed in the PRC and are subject
to PRC income tax. No PRC income tax was provided in 2008 since these entities
do not expect to owe any significant PRC income tax for 2008.




Note
9 - Commitments and Contingencies





Production Agreements and
Joint Venture Agreements





As more
fully described in Notes 3 and 4, the Company has substantial commitments under
Production Agreements and Joint Venture Agreements. There is no assurance that
the Company will be able to raise sufficient capital to meet all its commitments
under these agreements.





Consulting
Agreements





On August
1, 2006, the Company entered into consulting agreements with its then Chairman
and Chief Executive Officer at monthly consulting fees of $20,834 each. The term
of these agreements was two years. Under both agreements, either the Company or
the employee could terminate the agreement, with or without cause, by providing
the other party with three months prior written notice.





On April
11, 2007, the former Chief Executive Officer resigned and his consulting
agreement was terminated effective March 31, 2007.





On August
1, 2008, the Company extended the consulting agreement with its Chairman for an
additional  two years at a monthly consulting fee of
$20,834.





Rental
Agreements





Hua Ding
and Racemind Hua Ding rent space in Beijing, PRC under an agreement providing
for them to pay total monthly rent and services of approximately RMB 100,000
($14,605). Rent expense for the years ended September 30, 2008 and 2007 was
$123,407 and $42,447, respectively。





Concentrations and
risks





During
the years ended September 30, 2008 and 2007, 100% of the Company's revenues were
derived from companies located in the PRC.





Substantially
all of the Company's business operations are conducted in the PRC and governed
by PRC laws and regulations. Because these laws and regulations are relatively
new, the interpretation and enforcement of these laws and regulations involve
uncertainties.





The PRC
government imposes controls on the convertibility of RMB into foreign currencies
and, in certain cases, the remittance of currency out of the PRC. Under existing
PRC foreign exchange regulations, payment of current account items, including
profit distributions, interest payments and expenditures from the transaction,
can be made in foreign currencies without prior approval from the PRC State
Administration of Foreign Exchange by complying with certain procedural
requirements. However, approval from appropriate governmental authorities is
required where RMB is to be converted into foreign currency and remitted out of
the PRC to pay capital expenses, such as the repayment of bank loans denominated
in foreign currencies. The PRC government may also at its discretion restrict
access in the future to foreign currencies for current account
transactions.
















The
Company's operations are classified into two reportable business segments:
promotional and event services (which is operated by Racemind Hua Ding) and film
and television production and distribution (which is operated by Hua Ding and
Beijing HuaDing).





Summarized
financial information for the years ended September 30, 2008 and 2007 concerning
the Company's business segments is as follows:


Year
      ended September 30,2008
                                                                                2007Revenues:Promotional
      and event services
                                                                                
                                                                                $                          
      3,050,994
                                                                                $                       671,225Film
      and television production and distribution
                                                                                
                                                                                944,968
                                                                                -Total
                                                                                
                                                                                $                         
       3,995,962
                                                                                $                       671,225Income
      (loss) from operations:Promotional
      and event services
                                                                                
                                                                                $                                74,415
                                                                                $                    
      (154,325)Film
      and television production and distribution
                                                                                
                                                                                (297,268)
                                                                                (155,670)Corporate
                                                                                
                                                                                (784,791)
                                                                                (647,596)Total
                                                                                
                                                                                $                        (1,007,664)
                                                                                $                    
      (957,591)Identifiable
      assets:Promotional
      and event services
                                                                                
                                                                                $                              729,662
                                                                                $                      
      610,999Film
      and television production and distribution
                                                                                
                                                                                1,604,657
                                                                                1,154,488Corporate
                                                                                
                                                                                7,597
                                                                                35,776Total
                                                                                
                                                                                $                          
      2,341,916
                                                                                $                   
      1,801,263Capital
      expenditures:Promotional
      and event services
                                                                                
                                                                                $                               
      35,959
                                                                                $                        
      11,272Film
      and television production and distribution
                                                                                
                                                                                1,395,894
                                                                                1,129,141Total
                                                                                
                                                                                $                          
      1,431,853
                                                                                $                   
      1,140,413Depreciation
      and amortization:Promotional
      and event services
                                                                                
                                                                                $                                 
      6,796
                                                                                $                             
      331Film
      and television production and distribution
                                                                                
                                                                                959,724
                                                                                90,095Total
                                                                                
                                                                                $                             
      966,520
                                                                                $                        
      90,426


In the
year ended September 30, 2008, 2 customers in the promotional and event
services business segment accounted for 22%, and 18%,  respectively, of
total revenues, and 1 customer in the film and television production and
distribution business segment accounted for 20% of total revenues. All revenues
were derived from services rendered in the PRC.





In the
year ended September 30, 2007, two customers in the promotional and event
services business segment accounted for 71% and 14%, respectively, of total
revenues. All revenues were derived from services rendered in the
PRC.










Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure


There
were no changes in or disagreements with the independent registered public
accounting firm.





Item 9A. Controls and Procedures




Our
Principal Executive Officer and Principal Financial Officer, after evaluating
the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report, have concluded that, based on the evaluation of these
controls and procedures, that our disclosure controls and procedures were
effective.




There
were no changes in our internal controls or in other factors during the period
covered by this report that have materially affected, or are likely to
materially affect the Company's internal controls over financial
reporting.





Item 9B. Other Information





None










PART
III







Item 10. Directors, Executive Officers and Corporate Governance




Information
related to executive officers is included in this report in Item1 under the
caption “Executive Officers of the Registrant.”







Item 11. Executive Compensation




The
following table sets forth information with respect to compensation paid by us
to our officers and directors during the three most recent fiscal years. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any.





Summary CompensationTable





Name
      of officer
                Year
                Salary
                Bonus
                Stock
      Awards
                Option
      Awards
                Non-Equity
      Incentive Plan Compen-sation
                Nonquali-
                  fied
      Deferred Compen-
                  sation
                All
                  Other
      Compen- sation
                TotalJake
      Wei, Director
                2008
                250,000
                -
                -
                -
                -
                -
                -
                250,000Jake
      Wei, CEO
                2007
                104,167
                -
                -
                -
                -
                -
                -
                104,167Jake
      Wei, President
                2006
                0
                -
                -
                -
                -
                -
                -
                0Liu,
      XiaoLin, Director
                2008
                0
                -
                -
                
                
                -
                -
                0Liu,
      XiaoLin,Director
                2007
                0
                -
                -
                
                -
                -
                -
                0Liu,
      XiaoLin, Director
                2006
                0
                -
                -
                -
                -
                -
                -
                0Yi
      Wang, Director
                2008
                50,000
                -
                -
                -
                -
                -
                -
                50,000Yi
      Wang, Director
                2007
                0
                -
                -
                -
                -
                -
                -
                0Yi
      Wang, Director
                2006
                0
                -
                -
                -
                -
                -
                -
                0


[1] Note:
Mr. Liu was appointed as director on April 11, 2007.


[2] Note:
Mr. Yi Wang was appointed as director on December 11, 2006.








Item 12. Security Ownership of Certain Benefical Owners and
Mangement and Related Stockholder Matters




The
following table sets forth, as of the date of this report, the total number of
shares owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholders listed below have direct ownership of
his/her shares and possess sole voting and dispositive power with respect to the
shares.





Name
      of Beneficial Owner
                  Direct
      Amount of Beneficial Owner
                  Position
                  Percent
      of ClassJake
      Wei
                  0
                  President
      and Director
                  0%XiaoLin
      Liu
                  0
                  Director
                  0%Yi
      Wang
                  0
                  Director
                  0%All
      Officers and Directors as aGroup
      (3 Persons)
                  0
                  
                  0%













Item 13. Certain Relationships and Related Transactions and Director
Independence





As at
September 30, 2008, $781,822 was owed by the Company to the Chairman of the
Company and to a former director of the Company. This loan is unsecured, bears
no interest and has no specific terms of repayment.








Item 14. Principal Accounting Fees and Services





(1)
Audit Fees





The
aggregate fees billed for the last fiscal year for professional services
rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-K or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for this fiscal year
was:





2008
            $
            25,000
            
            Michael
      T. Studer, CPA P.C.2007
            $
            43,000
            
            Michael
      T. Studer, CPA P.C.





(2)
Audit-Related Fees





The
aggregate fees billed in each of the last fiscal year for assurance and related
services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:





2008
            $
            0
            
            Michael
      T. Studer, CPA P.C.2007
            $
            0
            
            Michael
      T. Studer, CPA P.C.





(3)
Tax Fees


The
aggregate fees billed in the last fiscal year for professional services rendered
by the principal accountant for tax compliance, tax advice, and tax planning
was:





2008
            $
            0
            
            Michael
      T. Studer, CPA P.C.2007
            $
            0
            
            Michael
      T. Studer, CPA P.C.





(4)
All Other Fees





The
aggregate fees billed in the last fiscal year for the products and services
provided by the principal accountant, other than the services reported in
paragraphs (1), (2), and (3) was:





2008
            $
            0
            
            Michael
      T. Studer, CPA P.C.2007
            $
            0
            
            Michael
      T. Studer, CPA P.C.





(5) Our
audit committee's pre-approval policies and procedures described in paragraph
(c) (7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.










PART
IV






Item 15. Exhibits and Financial Statement Schedules


The following documents are filed herewith: Exhibit No.Document Description31.1Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES


Pursuant
to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on this 13th day of January,
2009.





GREATER
      CHINA MEDIA AND ENTERTAINMENT CORP.(the
      “Registrant”)BY:
            /s/
      Jake
      WeiJake
      Wei, President, Principal Executive Officer and a Member of the Board of
      DirectorsBY:
            /s/
      XiaoLin
      LiuXiaoLin
      Liu, Principal Financial Officer and Principal Accounting Officer and a
      Member of a Board of DirectorsBY:
            /s/
      Yi
      WangYi
      Wang, a Member of a Board of
Directors