**FORM
        10-KSB**
  **UNITED
        STATES**
   **SECURITIES
        AND EXCHANGE COMMISSION**
   **Washington,
        D.C. 20549**
  **[X]**
              **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES****EXCHANGE
                  ACT of 1934 For the year ended September 30, 2006****OR****[
                    ]**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES****EXCHANGE
                  ACT of 1934 For the transition period from**
  **GREATER
        CHINA MEDIA AND ENTERTAINMENT CORP.**
   **(formerly
        AGA Resources, Inc.)**
   (Name
        of
        small business issuer in its charter)
   **Commission
        File Number 000-51781**
  **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**
 
 Check
        if
        the registrant is a well-known seasoned issuer, as defined in Rule 405 of
        the
        Securities Act. **YES
        [ ] NO [X]**
 
 Check
        if
        the registrant is not required to file reports pursuant to Section 13 or
        Section
        15(d) of the Act. **YES
        [ ] NO [X]**
 
 Check
        whether the registrant is a shell company (as defined in Rule 12b-2 of the
        Act). **YES
        [ ] NO [X]**







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 [ ]**





Check
      if
      no disclosure of delinquent filers pursuant to Item 405 of Regulation 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-KSB or any amendment to this Form 10-KSB.
      **YES [X] NO [ ]**





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
      29, 2006: $8,880,000.**








State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of **December 29, 2006: 20,100,000.**








TABLE
      OF
      CONTENTS


PART
                IItem
                1. Description of Business
            4Item
                2. Description of Properties
            14Item
                3. Legal Proceedings
            14Item
                4. Submission of Matters to a Vote of Security Holders
            14PART
                IIItem
                5. Market for Common Equity; Related Stockholder Matters and Small
              Business
                Issuer Purchases of Equity Securities
            16Item
                6. Management's Discussion and Analysis or Plan of
                Operation
            18Item
                7. Financial Statements
            36Item
                8. Changes in and Disagreements with Accountants on Accounting and
              Financial
                Disclosure
            36Item
                8A. Controls and Procedures
            36Item
                8B. Other Information
            38PART
                IIIItem
                9. Directors, Executive Officers, Promoters, and Control Persons;
              Compliance
                with Section 16(a) of the Exchange Act
            39Item
                10. Executive Compensation
            42


Item
                11. Security Ownership of Certain Beneficial Owners and Management
              and
                Related Stockholder Matters
            47Item
                12. Certain Relationships and Related Transactions
            48Item
                13. Exhibits
            48Item
                14. Principal Accountant Fees and Services
            49Signature
                Page


























**PART
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**PREVIOUS
      HISTORY**





We
      were
      incorporated in the State of Nevada on December 15, 2004. Mrs. Jacqueline A.
      McLeod, the wife of our former Secretary, Treasurer and Director of the Company,
      Mr. James W. McLeod, held one mineral claim in trust which was operated for
      the
      benefit of the Company. She agreed in writing not to cause the title to the
      mineral claim to pass to another person or entity other than the Company, until
      such time as the Company decides to seek ownership of such mineral claim or
      abandons it.




During
      the second quarter of 2006, the Company 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. The
      Company 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, 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
      May
      22, 2006, the Company appointed a new director, Mr. John Hui. Mr. Hui has over
      14 years of business experience in China. He is the Founder and is serving
      as
      the Vice-Chairman and director of China World Trade Corporation (OTCBB: CWTD),
      a
      publicly traded company. Born in Hong Kong and educated in the United Kingdom,
      Canada and the United States, Mr. Hui has had a successful career in the
      Advertising, Media and the Telecommunications fields in North America before
      he
      started the venture in 1992 that led to the successful company known as CWTD.
      In
      the past few years, Mr. Hui has provided consultation services to numerous
      companies in China. He is a member of the U.S. Chamber of Commerce in Southern
      China and has served as a member on its election committee for the past two
      terms. It is under Mr. Hui's guidance, in his role as the subsequently appointed
      Vice Chairman of the Board of Directors and the Company's Principal Executive
      Officer, that the Company has consummated several acquisitions in a move
      to diversity its activities into the media and entertainment industries in
      China.




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 become
      a wholly owned subsidiary. Triumph has 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.




The
      closing under the Agreement between the Company, Triumph and Tangde 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 5.1 Million RMB ($644,859 translated at the September 30,
      2006 exchange rate) 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 5.1 Million RMB capital
      contribution by September 27, 2006. Although this payment has not yet been
      made,
      the Company believes that the Triumph stockholders will make such capital
      contribution in early 2007. At September 30, 2006, Triumph had no assets other
      than its rights under the Tangde Joint Venture agreement.




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.




On
      July
      29, 2006, the Company announced the appointment of Jake Wei as Chairman of
      the
      Board of Directors, and the appointment of John Hui, a director of the
      Registrant, to the position of Vice Chairman of the Board of
      Directors.

















**CURRENT
      BUSINESS**




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




Tangde's
      management team is comprised of top members of China's film and TV industry.
      Tangde's management has worked on films that have won the following prestigious
      awards:





v
            Golden
                Rooster Awards


v
            Hundred
                Flowers Awards


v
            Shanghai
                TV Festival Awards


v
            Cannes
                Awards


v
            Sundance
                Film Festival Awards





In
      the
      past 3 years, Tangde's management team made 11 TV series and 5 movies which
      received positive feedback from the market. For example:





v
            The
                Emperor of the Han Dynasty” won “Fly to Heaven Awards” and “Golden Eagle
                Awards”


v
            ”Women
                of Times” was the rating champion in 13 provinces in
                2004


v
            Return
                on investment for the TV series was
                25%


v
            Two
                of the movies earned 13% returns





Given Tangde's
      accomplishments, contacts, philosophy and plans, the Company is confident that
      the Joint Venture with Tangde will be able to attract top actors, crew and
      contractors to work with us on productions. The Company's ability to
      commercialize these productions will depend, in part, on its ability to generate
      sufficient financing and to realize upon the promised capital contribution
      by
      Triumph, 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
      selected clients in the People's Republic of China. The Company agreed to
      contribute 510,000 RMB to the Joint Venture and will own 51% of the Joint
      Venture Company, having a majority of the seats on the Board of Directors.
      New-Element agreed to contribute 490,000 RMB to the Joint Venture and will
      own
      49% of the Joint Venture Company, having a minority of the seats on the Board
      of
      Directors. The Company will provide the required working capital for the Joint
      Venture, and will be in charge of the Joint Venture's accounting
      management.




Headquartered
      in Beijing, New-Element has branches in Shanghai and Shenzhen, and has been
      profitable for seven years. New-Element specializes in planning events,
      exhibitions and promotions for business clients in China. Its rapidly growing
      client base includes such high-profile international companies as General
      Motors, Shell, Sprint, General Electric, Porsche, Procter & Gamble, Siemens
      and AMD.





The
      Joint
      Venture with New-Element will act to create a bridge between enterprises and
      the
      film and television industry. It will connect enterprises seeking advertising
      opportunities with motion picture or TV projects appropriate to their
      advertisement needs, offering enterprises a highly-effective advertising channel
      and offering film and television companies a reliable income to supplement
      the
      unpredictable revenue method of box office sales.





Using
      New
      Element's rich film and television project resources, the Joint
      Venture with New-Element will produce and manage appropriate high-quality
      advertisements and other materials, customized for each enterprise, and
      establish close cooperative relations with each enterprise to ensure the
      campaign's effectiveness.
















The
      Joint
      Venture with New-Element will offer high-grade service to many major enterprises
      by inserting its products and trademarks within film and television works,
      or by
      including an ad at the beginning or end of a film. It also will help its clients
      strengthen their market advantages with professional-quality advertising, using
      the unique film and television cooperative platform to popularize their
      trademarks.




On
      December 7, 2006, the Company and Beijing Star King Talent Agency Ltd. Co.,
      a
      company organized and existing 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 to be organized in Beijing, China. The purpose of the
      Agreement is to jointly conduct a talent agency business in the People's
      Republic of China.





The
      Company agreed to contribute 600,000 RMB to the Joint Venture and will own
      60%
      of the joint venture company, having a majority of the seats on the Board of
      Directors. Star Agency agreed to contribute 400,000 RMB to the Joint Venture
      and
      will own 40% of the joint venture company, having a minority of the seats on
      the
      Board of Directors. The Registrant is responsible for providing the initial
      working capital of the joint venture company in the amount of 940,000 RMB in
      accordance with its business plan, and for raising the required capital for
      the
      development of the joint venture company. Star Agency has the right to appoint
      the General Manager of the joint venture company, and is responsible for the
      day
      to day operations of the joint venture company. However, the Registrant has
      the
      right not to distribute the profit of the joint venture company to both parties
      within the first three years.





The
      Joint
      Venture with Star Agency will make full use of the Company's joint venture
      film,
      television and advertising projects resources, realizing the mutual benefits
      of
      sharing resources between branch and subsidiary companies and with cooperative
      partners. As a uniting principle, the Joint Venture with Star Agency will to
      continuously improve the quality of the entertainers it signs and the services
      it offers them.




In
      the
      future, the Joint Venture with Star Agency plans to enlarge its
      business to represent directors, writers and singers, as well as performers
      and
      artists from related fields.





The
      Joint
      Venture Agreements With Beijing Tangde, New Element And Star Agency Require
      The
      Company And Triumph To Make Capital Contributions In The Aggregate Amount Of
      10.7 Million RMB (Representing Approximately US$1.3 Million At An Exchange
      Rate
      Of 8.2 To 1, Chinese Renminbi To U.S. Dollar) Pursuant To The Terms Of The
      Joint
      Venture Agreements, In Addition To Making Working Capital Contributions To
      The
      Joint Ventures As Set Forth In Each Joint Venture Agreement. As Of September
      30,
      2006, The Company Had Cash And Cash Equivalents Of Only $25,631 Recorded On
      Its
      Audited Balance Sheet. Accordingly, The Company Will Have To Consummate Some
      Financings In The Form Of Equity And/Or Debt Instruments, Or Arrange A Line
      Of
      Credit With A Financial Institution, In The Near Future, In Order To Meet Its
      Obligations Under The Joint Venture Agreements. The Company Does Not Currently
      Have Any Plan For Consummating Any Such Financings, Although It Is Evaluating
      Its Options In This Regard.





In
      Addition, The Company And Its Three Joint Ventures Are Currently In The
      Development Stage And The Company Has Not Realized Any Revenues From The Joint
      Venture Agreements With Beijing Tangde, New Element And Star Agency. There
      Can
      Be No Assurances When Or If The Company Will Be Successful In Implementing
      Its
      Business Plans Or Realizing Any Revenues.





Finally,
      the Company entered into a Script Contract on September 25, 2006 with Vigor
      Creative Productions Limited, a company organized and existing under the laws
      of
      the Hong Kong SAR of the People's Republic of China. Pursuant to the Script
      Contract, Vigor Creative Productions Limited has agreed to write scripts for
      30
      series of a television program named “True Love” to be delivered within four
      months of signing of the contract for a total price of US$115,505. The
      production costs associated with making the television programs have been
      estimated at US$1,264,430. Currently, the Company is in the development stage
      and does not have the financing to pay for the scripts or to produce the
      programs, although it is exploring alternative means or raising capital.














On
      December 11, 2006, the Company announced the appointment of Mr. Yi Wang as
      an Independent Director of the Board of Directors. Mr. Yi Wang, 45, 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.




The
      Company's business plan is to become an integrated professional media and
      entertainment company which covers various areas including film and TV
      program production, management, promotion and distribution. If it is able to
      consummate the necessary finacings in order to realize the goals set forth
      in its business plan, which are embodied in various joint venture
      agreements incorporated by reference herein and described above, the Company
      will have a controlling interest in joint ventures that process their own film
      and television production center, promotion agency, audio-visual distribution
      company, digital network company, talent agency, and a sales and
      advertising agency in the future. Together, with all of these potential assets,
      the Company may be able to realize it's business making films, TV programs
      and
      related projects.




**PRODUCTS,
      SERVICES, MARKETS AND METHODS OF DISTRIBUTION**





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




**EMPLOYEES**




At
      present, we have no employees, other than our officers. The employee staff
      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, stock options, profit sharing or similar benefit plans;
      however, we may adopt such plans in the future. There are presently no personal
      benefits available to our officers and directors. Messrs. Hui and Wei will
      handle our administrative duties.




**COMPETITIVE
      CONDITIONS**




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. According to a recent study by Pricewaterhouse Coopers, the
      global entertainment industry will show an annual growth of 10% in the next
      four
      years, and that growth -- movies, theme parks, media, etc. - will be driven
      by
      China.




Since
      2002, the Chinese film industry's total box office revenue has increased by
      40%
      annually. In December 2005, the Chinese news agency Xinhua noted that this
      figure far exceeds the growth rate of China’s gross domestic product, making it
      possible to invest in expensive and powerful movies.





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














The
      following illustrates the growth trends behind the rejuvenated film sector,
      according to the research conducted by the management of the
      Company:





Ø
            Chinese film
                makers produced 212 movies in 2004, up 51% from the 2003 tally of
                140.





Ø
            China
                has the world's third most-prolific movie industry, behind only Hollywood
                and Bollywood.





Ø
            China's
                box office receipts of RMB 1.5 billion (US$185 Million) marked a
                58% rise
                from the 2003 total.





Ø
            Market
                share of Chinese-made films in the China market is improving, as
                although
                $125 million of box office receipts were for imported films, the
                remaining
                $62.5 million (one-third of the total) was generated by domestic
                films.





Ø
            The
                Chinese domestic box office was expected to reach RMB 2 billion ($247.4
                million) in 2005, according to Shanghai Film Group CEO Wang Tianyun.
                Mr.
                Wang forecasts a Chinese box office of RMB 3 billion ($371.1 million)
                for
                2006, a 50% increase over the previous
                year.





Ø
            Chinese
                films generated RMB 1.1 billion ($136.1 million) overseas in 2004,
                doubling their 2003 overseas take.




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.




**COMPLIANCE
      WITH RELATED LAWS AND REGULATIONS**





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:*
  Triumph
        Research Limited (100% owned);
 Joint
        Venture with Beijing New-Element Co., Ltd. (51% owned). The Joint Venture
        is in
        the process of formation;
 Joint
        Venture with Beijing Star King Talent Agency Ltd., Co. (60% owned). The Joint
        Venture is in the process of formation.













**ITEM
      2. DESCRIPTION OF PROPERTIES**




The
      Company currently maintains a leased office of approximately 500 square feet
      at:
      #900- 789 West Pender Street, Vancouver, BC Canada V6C 1H2. The term of the
      lease is month to month at a monthly rental of $645 plus other expenses from
      a
      non-affiliated landlord.





It
      will
      also lease an office as its headquarters in Beijing, at 10th Floor, Building
      A,TongYongGuoJi Center, No.3 Jianguomenwai Road, Chaoyang District, Beijing,
      China 100101.




(a)
      Real
      Estate: None




(b)
      Equipment, library, and furniture at December 31, 2006: None.




**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**




On
      July
      20, 2006, the Company finalized and mailed to shareholders, a Definitive Proxy
      Statement, in connection with a proposal to amend the Company's Articles of
      Incorporation to change the name of the corporation from AGA Resources, Inc.
      to
      Greater China Media and Entertainment Corp., which was approved by action by
      written consent without a meeting of a majority of all shareholders entitled
      to
      vote on the record date.















**PART
      II**





**ITEM
      5. MARKET FOR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
      ISSUER 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, 2006 as follows:




**Bid
                (U.S. $)****HIGH**
            **LOW****2006**First
                Quarter
            
            0
            0Second
                Quarter
            
            0
            0Third
                Quarter
            
            3.66
            2.00


Fourth
                Quarter
            
            3.40
            0.75




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, 2006, Greater China Media and Entertainment Corp. had
      approximately 30 shareholders of record of the common stock. Approximately
      1100
      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.









**Securities
      Authorized for Issuance under Equity Compensation Plans**





The
      following table sets forth, as of September 30, 2006:





·  the
      number of shares of the Company's common stock issuable upon exercise of
      outstanding options, warrants and rights, separately identified by


those granted under
      equity incentive plans approved by the Company's stockholders and those granted
      under plans, including individual compensation


contracts,
      not
      approved by the Company's stockholders (column a),





·
            the
                weighted
                average exercise price of such options, warrants and rights, also
                as
                separately identified (column b),
                and





·  the
      number of shares remaining available for future issuance under such plans,
      other
      than those shares issuable upon exercise of outstanding options,


warrants
      and rights (column
      c).





**Equity
      Compensation Plan Information Table**


(a)
            (b)
            (c)Plan
                Category
            Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted-average
                exercise price of outstanding options, warrants and rights
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))Equity
                compensation plans approved by security holders
            none
            None
            none


Equity
                compensation plans not approved by security holders
            none
            None
            noneTotal
            none
            None
            none





**Recent
      Sales of Unregistered Securities.**





None.





**Purchasers
      of Equity Securities by the Small Business Issuer and Affiliated
      Purchases**




None.




**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





We
      are a
      start-up Corporation and have not yet generated or realized any revenues from
      our business activities .




Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as an on-going business for the next
      twelve months unless we obtain additional capital to pay our bills. This is
      because we have not generated any revenues and no revenues are anticipated
      until
      we begin our new operations unrelated to removing and selling minerals. We
      completed our public offering and raised $100,100. We do not believe the money
      will allow us to operate for 12 months. As of September 30, 2006, we
      had
      only approximately $25,000 in cash on our balance sheet.




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




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
      selected clients in the People's Republic of China. The Company will contribute
      510,000 RMB to the Joint Venture and will own 51% of the Joint Venture Company,
      having a majority of the seats on the Board of Directors. New-Element will
      contribute 490,000 RMB to the Joint Venture and will own 49% of the Joint
      Venture Company, having a minority of the seats on the Board of Directors.
      The
      Company has agreed to provide the required working capital for the Joint
      Venture, and will be in charge of the Joint Venture's accounting
      management.




On
      December 7, 2006, the Company and Beijing Star King Talent Agency Ltd. Co.,
      a
      company organized and existing 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 to be organized in Beijing, China. The purpose of the
      Agreement is to jointly conduct a talent agency business in the People's
      Republic of China.





The
      Company will contribute 600,000 RMB to the Joint Venture and will own 60% of
      the
      joint venture company, having a majority of the seats on the Board of Directors.
      Star Agency will contribute 400,000 RMB to the Joint Venture and will own 40%
      of
      the joint venture company, having a minority of the seats on the Board of
      Directors. The Registrant is responsible for providing the initial working
      capital of the joint venture company in the amount of 940,000 RMB in accordance
      with its business plan, and for raising the required capital for the development
      of the joint venture company. Star Agency has the right to appoint the General
      Manager of the joint venture company, and is responsible for the day to day
      operations of the joint venture company. However, the Registrant has the right
      not to distribute the profit of the joint venture company to both parties within
      the first three years.















**Limited
        Operating History; Need for Additional Capital**
 
 There
        is
        no historical financial information about us upon which to base an evaluation
        of
        our performance. We are a start up corporation and have not generated any
        revenues from activities. We cannot guarantee we will be successful in our
        business activities.
        Our business is subject to risks inherent in the establishment of a new business
        enterprise, including limited capital resources, and possible cost overruns
        due
        to price and cost increases in services.





To
      become
      profitable and competitive, we must set up the Joint Ventures we have signed
      and
      carry on the business according to our business plan and become profitable
      from
      investing in the JVs.





We
      have
      no assurance that future financing will be available to us on acceptable terms.
      If financing is not available on satisfactory terms, we may be unable to
      continue, develop or expand our activities. Equity financing could result in
      additional dilution to existing shareholders.





**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 an acute lack of funding to finance our three joint ventures in China
      and
      to produce a television series with scripts under contract. 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 $25,000 of cash on our balance sheet as
      of
      September 30, 2006,with which to fund three joint venture companies in
      China that require over $1.3 million in funds from us and an affiliated company,
      in addition to working capital commitments, according to the terms of the joint
      venture agreements which
      are
      incorporated by reference herein. 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.





-We
      have
      a Script Contract, dated September 25, 2006, with Vigor Creative Productions
      Limited, pursuant to which Vigor Creative Productions, a Hong Kong company,
      has
      agreed to write scripts for 30 series of a television program named “True Love”
to be delivered within four months of signing of the contract. The cost of
      the
      scripts amounts to US$115,508, and the subsequent production costs of the
      television series are estimated at US$1,264,430. Our lack of funding, whether
      through debt or equity capital, makes it unlikely that we will be able to meet
      our commitments or complete this 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 filmventure 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. John Hui, our Chairman and
      Vice
      Chairman.**




The
      success of operations depends greatly on two key executives, Mr. Jake Wei and
      Mr. John Hui. The loss of the services of Mr. Wei or Mr. Hui 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.




**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.




**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:




ཉ
            exercising
                voting, redemption and conversion rights to the detriment of the
                holders
                of common stock;




ཉ
            receiving
                preferences over the holders of common stock regarding or surplus
                funds in
                the event of its dissolution or
                liquidation;




ཉ
            delaying,
                deferring or preventing a change in control of the Company;
                and




ཉ
            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:




ཉ
            announcements
                of contracts or innovations by the Company or its
                competitors;




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




ཉ
            actual
                or anticipated variations in its operating results due to the level
                of
                expenses and other factors;




ཉ
            changes
                in financial estimates by securities analysts and whether its earnings
                meet or exceed such estimates;




ཉ
            conditions
                and trends in the mining industry in Canada and other industries;




ཉ
            new
                accounting standards;




ཉ
            general
                economic, political and market conditions and other factors;
                and




ཉ
            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 the **** Corporation
        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.








**RESULTS
      OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2006 AS COMPARED TO THE PERIOD
      ENDED SEPTEMBER 30, 2005**





The
      information presented here should be read in conjunction with the Company's
      consolidated financial statements and related notes. In addition to historical
      information, the following discussion and other parts of this document contain
      certain forward-looking information. When used in this discussion, the words
      “believes,” “anticipates,” “expects,” and similar expressions are intended to
      identify forward-looking statements. Such statements are subject to certain
      risks and uncertainties, which could cause actual results to differ materially
      from those projected due to a number of factors beyond the Company's control.
      The Company does not undertake to publicly update or revise any of its
      forward-looking statements even if experience or future changes show that the
      indicated results or events will not be realized. Readers are cautioned not
      to
      place undue reliance on these forward-looking statements, which speak only
      as of
      the date hereof. Readers are also urged to carefully review and consider the
      Company's discussions regarding the various factors which affect its business,
      included in this section and elsewhere in this report, as well as the
      discussions under the heading “Risk Factors.”.




**Revenue.** The
      Company has not yet generated revenue during this reporting period.





**Cost.** The
      Company has incurred $195,362 in total costs during the period ending September
      30, 2006, compared to the total cost of $30,482 from inception (Dec.15, 2004)
      to
      September 30, 2005. The increase is caused by more activities associated with
      the exploration and research of the mineral property and increased general
      administrative cost due to more business activities.





**Net
      Loss per share** .
      The Net
      Loss per share for the period ending September 30, 2006 is ($0.01). Loss per
      share for the period from inception (Dec.15, 2004) to September 30, 2005 is
      Nil.





**Cash.** On
      September 30, 2006, the Company has $25,631 on cash, compared to $45,442 on
      September 30, 2005.








**Liquidity
      and Capital Resources**





As
      of the
      date of this annual report, we have not generated any revenues from our business
      activities.





In
      December 2004, we issued 1,000,000 shares of common stock through an exemption
      from registration contained in section 4(2) of the Securities Act of 1933.
      This
      was accounted for as a sale of shares of common stock.





In
      January 2006, we completed our public offering and raised $101,000.





As
      of
      September 30, 2006, our total assets were $55,631 and our total liabilities
      were
      $181,267.














**PART
        III**
 
 **ITEM
        7.**  **FINANCIAL
        STATEMENTS.**
 
 The
        financial statements are included at pages 20 to 29.


**ITEM
      8.**  **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE** .




There
      have been no disagreements on accounting and financial disclosures from the
      inception of the Company through the date of this Form 10-KSB. Our financial
      statements for the year ended to September 30, 2006, have been audited by
      Michael T. Studer CPA P.C. Our financial statements for the period December
      15,
      2004 (inception) to September 30, 2005 were audited by Moen & Company, LLP.




**ITEM
      8A.**  **CONTROLS
      AND PROCEDURES** .





**(a)**  ***Evaluation
      of Disclosure Controls and Procedures:*** Disclosure controls and procedures are designed to ensure that information
      required to be disclosed in the reports filed or submitted under the Exchange
      Act is recorded, processed, summarized and reported, within the time period
      specified in the SEC's rules and forms. Disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed in the reports filed under the Exchange
      Act
      is accumulated and communicated to management, including the Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure. As of the end of the period covered by this
      report, we carried out an evaluation, under the supervision and with the
      participation of our management, including our Chief Executive Officer and
      Chief
      Financial Officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures. Based upon and as of the date of that
      evaluation, the Chief Executive Officer and Chief Financial Officer concluded
      that our disclosure controls and procedures are effective to ensure that
      information required to be disclosed in the reports our files and submits under
      the Exchange Act is recorded, processed, summarized and reported as and when
      required.





**(b)**  ***Changes
      in Internal Control over Financial Reporting:*** There
      were no changes in our internal control over financial reporting identified
      in
      connection with our evaluation of these controls as of the end of the period
      covered by this report that affected those controls subsequent to the date
      of
      the evaluation referred to in the previous paragraph, including any correction
      action with regard to deficiencies and material weakness.





There
      were no changes in our internal controls or in other factors that could affect
      these controls subsequent to the date of their evaluation, including any
      deficiencies or material weaknesses of internal controls that would require
      corrective action.





**ITEM
      8B.**  **OTHER
      INFORMATION.**





None















**ITEM
        9.**  **DIRECTORS,
        EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
        16(a)
        OF THE EXCHANGE ACT.**
 
 **Officers
        and Directors and Significant Employees**
 
 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)**John
                Hui
            47
            President,
                principal executive officer, and a member of the83-3555
                Westminster Hwy,
            
            board
                of directors.Richmond,
                British ColumbiaCanadaJake
                Wei
            37
            Chairman,
                principal accounting officer, and a member of the board of
                directors.ChaoYang
                Qu, AnXiangBeiLi, ChuangYeDaSha B 1206, Beijing, ChinaYi
                Wang
            45
            A
                member of the board of directors.4380
                No 3 Road, RICHMOND BC V6X 3V7 CANADA




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




**Background
      of officers and directors**




Mr. John
      Hui
      has over 14 years of hands on business experience in China. He is the
      Founder and is serving as the Vice-Chairman and director of China World Trade
      Corporation (CWTD) a publicly traded company.  Born in Hong Kong and
      educated in the United Kingdom, Canada and the USA, Mr. Hui has had
      a successful career in the Advertising, Media, and
      the Telecommunications fields in North America before he started the
      venture in 1992 that led to the successful company known as CWTD. In the past
      few years, Mr. Hui has provided consultation services to numerous companies
      in China. He is a member of the US Chamber of Commerce in Southern China and
      has
      served as a member on its election committee for the past two
      terms.




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.
      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.














**Conflicts
        of Interest**


The
      only
      conflict is that Messrs. Hui and Wei, our two officers, devote time to projects
      that do not involve us. Mr. Hui estimates that he spends approximately 50%
      of
      his working time on Company matters. Mr. Wei estimates that he spends
      approximately 50% of his working time on Company matters.





**Involvement
      in Certain Legal Proceedings**





To
      our
      knowledge, during the past five years, no present or former director or
      executive officer of our company: (1) filed a petition under the federal
      bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent
      or
      similar officer appointed by a court for the business of such person, or any
      partnership in which he was a general partner at or within two yeas before
      the
      time of such this filing, or any corporation or business association of which
      he
      was an executive officer within two years before the time of this filing; (2)
      was convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor offenses); (3) was
      the
      subject of any order, judgment or decree, not subsequently reversed, suspended
      or vacated, of any court of competent jurisdiction, permanently or temporarily
      enjoining him from or otherwise limiting the following activities: (i) acting
      as
      a futures commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant, associated
      person of any of the foregoing, or as an investment advisor, underwriter, broker
      or dealer in securities, or as an affiliated person, director of any investment
      company, or engaging in or continuing any conduct or practice in connection
      with
      such activity; (ii) engaging in any type of business practice; (iii) engaging
      in
      any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of federal or state securities
      laws or federal commodity laws; (4) was the subject of any order, judgment
      or
      decree, not subsequently reversed, suspended or vacated, of any federal or
      state
      authority barring, suspending or otherwise limiting for more than 60 days the
      right of such person to engage in any activity described above under this Item,
      or to be associated with persons engaged in any such activity; (5) was found
      by
      a court of competent jurisdiction in a civil action or by the Securities and
      Exchange Commission to have violated any federal or state securities law and
      the
      judgment was not subsequently reversed, suspended or vacated; (6) was found
      by a
      court of competent jurisdiction in a civil action or by the Commodity Futures
      Trading Commission to have violated any federal commodities law, and the
      judgment in such civil action or finding by the Commodity Futures Trading
      Commission has not been subsequently reversed, suspended or vacated.





**No
      Independent Audit Committee**





We
      do not
      have a separately-designated audit committee of the board or any other
      board-designated committee. Audit committee functions are performed by our
      board
      of directors. None of our directors are deemed independent. All directors also
      hold positions as our officers. Our audit committee is responsible for: (1)
      selection and oversight of our independent accountant; (2) establishing
      procedures for the receipt, retention and treatment of complaints regarding
      accounting, internal controls and auditing matters; (3) establishing procedures
      for the confidential, anonymous submission by our employees of concerns
      regarding accounting and auditing matters; (4) engaging outside advisors; and,
      (5) funding for the outside auditory and any outside advisors engagement by
      the
      audit committee.





**No
      Audit Committee Financial Expert**





None
      of
      our directors or officers has the qualifications or experience to be considered
      a financial expert. We believe the cost related to retaining a financial expert
      at this time is prohibitive. Further, because of our limited operations, we
      believe the services of a financial expert are not warranted.





**Code
      of Ethics**





We
      have
      adopted a corporate code of ethics. We believe our code of ethics is reasonably
      designed to deter wrongdoing and promote honest and ethical conduct; provide
      full, fair, accurate, timely and understandable disclosure in public reports;
      comply with applicable laws; ensure prompt internal reporting of code
      violations; and provide accountability for adherence to the code. A copy of
      our
      Code of Ethics is filed as an exhibit to the this Form 10-KSB.













Section
      16(a) Beneficial Ownership Reporting Compliance




Under
      Section 16(a) of the Exchange Act, all executive officers, directors, and each
      person who is the beneficial owner of more than 10% of the common stock of
      a
      company that files reports pursuant to Section 12 of the Exchange Act, are
      required to report the ownership of such common stock, options, and stock
      appreciation rights (other than certain cash-only rights) and any changes in
      that ownership with the Commission. Specific due dates for these reports have
      been established, and the Company is required to report, in this Form 10-KSB,
      any failure to comply therewith during the fiscal year ended September 2006.
      We
      believe that all of these filing requirements were satisfied by our executive
      officers, directors and by the beneficial owners of more than 10% of our common
      stock. In making this statement, we have relied solely on copies of any
      reporting forms received by us, and upon any written representations received
      from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial
      Ownership) was required to be filed under applicable rules of the
      Commission.








**ITEM
      10.**  **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
      Compensation Table**


**Long
                Term Compensation****Annual
                Compensation**
            **Awards**
            **Payouts****(a)**
            **(b)**
            **(c)**
            **(d)**
            **(e)**
            **(f)**
            **(g)**
            **(h)**
            **(i)****Other****Annual**
            **Restricted**
            **Securities****Compen**
            **Stock**
            **Underlying**
            **LTIP**
            **All
                Other****Name
                and Principal**
            
            **Salary**
            **Bonus**
            **sation**
            **Award(s)**
            **Options
                /**
            **Payouts**
            **Compens****Position**
            **Year**
            **($)**
            **($)**
            **($)**
            **($)**
            **SARs
                (#)**
            **($)**
            **ation
                ($)**John
                Hui
            2004
            0
            0
            0
            0
            0
            0
            0President
                and Director
            2005
            0
            0
            0
            0
            0
            0
            02006
            41,667
            0
            0
            0
            0
            0
            0Jake
                Wei
            2004
            0
            0
            0
            0
            0
            0
            0Chairman
                and Director
            2005
            0
            0
            0
            0
            0
            0
            02006
            41,667
            0
            0
            0
            0
            0
            0Yi
                Wang
            2004
            0
            0
            0
            0
            0
            0
            0Director
                [1]
            2005
            0
            0
            0
            0
            0
            0
            02006
            0
            0
            0
            0
            0
            0
            0





[1]
      Note:
      Mr. Yi Wang was appointed a director on December 11, 2006.





**Option/SAR
      Grants**





There
      are
      no stock option, retirement, pension, or profit sharing plans for the benefit
      of
      our officers and directors.





**Long-Term
      Incentive Plan Awards**





We
      do not
      have any long-term incentive plans.





**Compensation
      of Directors**





We
      have
      not paid any director's fees to our directors.














**Indemnification**


Article
      X
      of our By-Laws provides that the **** Corporation
      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
      11.**  **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**





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. Our office address, which is the applicable address for each beneficial
      owner, is 10th
      Floor, Building A, TongYongGuoJi Center, No.3 Jianguomenwai Road, Chaoyang
      District, Beijing, China 100101, and
      our
      telephone number is 86-10-5921-2222. .





**Direct
                Amount of**
            
            **Percent****Name
                of Beneficial Owner**
            **Beneficial
                Owner**
            **Position**
            **of
                Class**Zhang,
                JianPing
            9,000,000
            Former
                President and Director
            44.8%John
                Hui
            0
            President
            0%Jake
                Wei
            0
            Chairman
            0%All
                Officers and Directors as aGroup
                (2 Persons)
            0
            
            0%





**Securities
      authorized for issuance under equity compensation plans.**





We
      have
      no equity compensation plans.





**Changes
      in Control**





To
      the
      knowledge of management, there are no present arrangements or pledges of
      securities of our company which may result in a change in control of our
      company.








**ITEM
      12.**  **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS** .





As
      at
      September 30, 2006, $30,000 is owed by the Company to the Chairman of the
      Company, and $52,711 is owed by the Company to a former director of the Company.
      Both loans are unsecured, bear no interest and have no specific terms of
      repayment.








- -








**PART
      IV**





**ITEM
      13.**  **EXHIBITS.**





The
      following exhibits are hereby incorporated by reference:





**Exhibit
                No.**
            **Document
                Description**3.1
            Articles
                of Incorporation filed as Exhibit 3.1 to a registration statement
                on Form
                SB-2 filed with Commission on April 20, 20053.2
            Bylaws
                filed as Exhibit 3.2 to a registration statement on Form SB-2 filed
                with
                Commission on April 20, 200510.1
            Joint
                Venture Agreement with Beijing Tangde International Film and Culture
                Co.,
                attached as Exhibit 10 to a Form 8-K filed with the Commission on
                June 15,
                2006.10.2
            Joint
                Venture Agreement with Beijing New-Element Co., attached as Exhibit
                10 to
                a Form 8-K filed with the Commission on September 26,
                2006.10.3
            Joint
                Venture Agreement with Star King Talent Agency Ltd., attached as
                Exhibit
                10 to a Form 8-K filed with the Commission on December 8,
                2006.





The
      following documents are filed herewith:





**Exhibit
                No.**
            **Document
                Description**14.1
            Code
                of Ethics.31.1
            Certification
                of Principal Executive Officer
                pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
                Securities and Exchange Act of 1934, as amended.31.2
            Certification
                of Principal Financial Officer
                pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the
                Securities and Exchange Act of 1934, as amended.32.1
            Certification
                pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002
                (Chief Executive Officer).32.2
            Certification
                pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002
                (Chief Financial Officer).





**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-QSB or
      services that are normally provided by the accountant in connection with
      statutory and regulatory filings or engagements for this fiscal year
      was:


2006
            $
            25,000
            
            Michael
                T. Studer, CPA P.C.2006
            $
            20,967
            
            Moen
                & Company, LLP





**(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:


2006
            $
            0
            
            Michael
                T. Studer, CPA P.C.2006
            $
            0
            
            Moen
                & Company, LLP





**(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:


2006
            $
            0
            
            Michael
                T. Studer, CPA P.C.


2006
            $
            0
            
            Moen
                & Company, LLP





**(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:


2006
            $
            0
            
            Michael
                T. Studer, CPA P.C.2006
            $
            0
            
            Moen
                & Company, LLP





(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.





(6)
      Not
      applicable.














**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 11th day
      of
      January, 2007.





**GREATER
                CHINA MEDIA AND ENTERTAINMENT CORP.**(the
                “Registrant”)BY:
            /s/
                John HuiJohn
                Hui, President, Principal Executive Officer and a Member of the Board
                of
                DirectorsBY:
            /s/
                Jake WeiJake
                Wei, Chairman, Principal Financial Officer and Principal Accounting
                Officer and a Member of a Board of
                Directors




















**MICHAEL
                T. STUDER CPA P.C.**
              18
                East Sunrise Highway, Suite 311
              Freeport,
                NY 11520
              Phone:
                (516) 378-1000
              Fax:
                (516) 546-6220


**REPORT
      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 balance sheet of Greater China Media and Entertainment
      Corp. (the “Company”) as of September 30, 2006, and the related statements of
      operations, stockholders' equity (deficiency), and cash flows for the year
      then
      ended. These financial statements are the responsibility of the Company's
      management. My responsibility is to express an opinion on these financial
      statements based on my audit.





I
      conducted my audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that I
      plan
      and perform the audit 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 audit provides a reasonable
      basis for my opinion.





In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of the Company as of September 30,
      2006, and the results of its operations and cash flows for the year then ended
      in conformity with accounting principles generally accepted in the United
      States.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the 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.






Date: December
                29, 2006
              By:
              /s/ Michael
                T. Studer CPA P.C.Title:
                Freeport,
                New York







**Greater
        China Media and Entertainment Corp.**
 **(A
        Development Stage Company)**
 **Balance
        Sheets**
 
 
 **September
                    30,**
                **September
                      30,****2006**
                **2005****ASSETS****Current
                    Assets**Cash
                25,631
                45,442Prepaid
                    expense
                30,000
                -**Total
                    Current Assets**
                55,631
                45,442Other
                    assets
                -
                -**Total
                    Assets**
                55,631
                45,442**LIABILITIES
                    AND STOCKHOLDERS' EQUITY (DEFICIENCY)****Current
                    Liabilities**Accounts
                    payable and accrued liabilities
                15,223
                5,788Accrued
                    salaries payable to related parties
                83,333
                -Loans
                    payable to related parties
                82,711
                52,711Advances
                    on share subscriptions
                -
                12,500**Total
                    current liabilities**
                181,267
                70,999**Stockholders'
                    Equity (Deficiency)**Preferred
                    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
                    100,000,000 shares,issued
                    and outstanding 20,100,000 and 10,000,000 shares,
                    respectively
                201
                100Additional
                    paid-in capital
                115,674
                8,025Deficit
                    accumulated during the development stage
                (241,511)
                (33,682)**Total
                    stockholders' equity (deficiency)**
                (125,636)
                (25,557)**Total
                    Liabilities and Stockholders' Equity (Deficiency)**
                55,631
                45,442**See
                    notes to financial statements.**
    **Greater
            China Media and Entertainment Corp.**
 **(A
            Development Stage Company)**
 **Statements
            of Operations**
 
 **Year
                      ended September 30, 2006**
                  Period
                      December 15, 2004 (inception) to September 30, 2005
                  Cumulative
                      during the development stage (December 15, 2004 to September
                      30,
                      2006)**Revenue**
                  **-**
                  -
                  -**Cost
                      and expenses**General
                      and administrative expenses
                  **195,362**
                  30,482
                  225,844Loss
                      from continuing operations
                  **(195,362)**
                  (30,482)
                  (225,844)Loss
                      from discontinued operations
                  **(12,467)**
                  (3,200)
                  (15,667)**Net
                      Loss**
                  **(207,829)**
                  (33,682)
                  (241,511)**Net
                      Loss per share**Basic
                      and Diluted
                  **(0.01**)
                  (0.00)**Number
                      of common shares used **to
                      compute loss per share****Basic
                      and Diluted
                  **18,771,780**
                  10,000,000**See
                      notes to financial statements.**
   
  **Greater
          China Media and Entertainment Corp.**
 **(A
          Development Stage Company)**
 **Statements
          of Stockholders’ Equity (Deficiency)**
 **For
          the period December 15, 2004(Inception) to September 30,
          2006**
 
 Common
                    Stock, $0.00001 Par Value
                Common
                    Stock, $0.00001 Par Value
                Additional
                    Paid-in Capital
                Deficit
                    Accumulated During the Development Stage
                Total
                    Stockholders' Equity (Deficiency)Shares
                AmountSale
                    of common stock onDecember
                    17, 2004 at $0.0001 per share
                10,000,000
                100
                900
                -
                1,000Donated
                    services
                -
                -
                7,125
                -
                7,125Net
                    loss for the period December 15, 2004
                    (inception) to September 30, 2005
                
                
                
                (33,682)
                (33,682)Balance,
                    September 30, 2005
                10,000,000
                100
                8,025
                (33,682)
                (25,557)Sale
                    of common stock in public offering at $0.01 per share which closed
                    November 28, 2005
                10,100,000
                101
                100,899
                -
                101,000Donated
                    services
                -
                -
                6,750
                -
                6,750Net
                    loss for the year ended September 30, 2006
                -
                -
                -
                (207,829)
                (207,829)Balance,
                    September 30, 2006
                20,100,000
                201
                115,674
                (241,511)
                (125,636)**See
                    notes to financial statements.**


**Greater
        China Media and Entertainment Corp.**
 **(A
        Development Stage Company)**
 **Statements
        of Cash Flows**





**Year
                  ended September 30, 2006**
              Period
                  December 15, 2004 (inception) to September 30, 2005
              Cumulative
                  during the development stage (December 15, 2004 to September 30,
                  2006)**Cash
                  Flows from Operating Activities**Net
                  loss
              **(207,829)**
              (33,682)
              (241,511)Adjustments
                  to
                  reconcile net loss to net cash provided by (used for) operating
                  activities:Impairment
                  of
                  mining property acquisition costs
              **3,376**
              3,200
              6,576Loss
                  on
                  disposal of mining equipment
              **9,091**
              -
              9,091Management
                  services donated
              **4,500**
              4,750
              9,250Office
                  rent donated
              **2,250**
              2,375
              4,625Changes
                  in operating assets and liabilitiesPrepaid
                  expenses
              **(30,000)**
              -
              (30,000)Accounts
                  payable and accrued liabilities
              **92,768**
              5,788
              98,556Advances
                  on
                  share subscriptions
              **(12,500)**
              12,500
              -**Net
                  cash provided by (used for) operating activities**
              **(138,344)**
              (5,069)
              (143,413)**Cash
                  Flows from Investing Activities**Acquisition
                  of
                  mining equipment
              **(36,696)**
              -
              (36,696)Disposal
                  of
                  mining equipment
              **27,605**
              -
              27,605Mining
                  property acquisition costs
              **(3,376)**
              (3,200)
              (6,576)**Net
                  cash provided by (used for) investing activities**
              **(12,467)**
              (3,200)
              (15,667)**Cash
                  Flows from Financing activities**Loans
                  from related parties
              **30,000**
              52,711
              82,711Proceeds
                  from
                  sales of common stock
              **101,000**
              1,000
              102,000**Net
                  cash provided by (used for) financing activities**
              **131,000**
              53,711
              184,711**Increase
                  (decrease) in cash**
              **(19,811)**
              45,442
              25,631**Cash,
                  beginning of period**
              **45,442**
              -
              -**Cash,
                  end of period**
              **25,631**
              45,442
              25,631**Supplemental
                  Disclosures of Cash Flow Information:**Interest
                  paid
              **-**
              -
              -Income
                  taxes paid
              **-**
              -
              -**See
                  notes to financial statements.**












Greater
      China Media and Entertainment Corp.


(A
      Development Stage Company)


Notes
      to
      Financial Statements


September
      30, 2006




Note
      1 Organization
      and Business Operations





Greater
      China Media and Entertainment Corp. (the “Company”) was incorporated in the
      State of Nevada on December 15, 2004 under the name AGA Resources, Inc. From
      inception to July 2006, the Company 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”).





In
      May
      2006, the Company effectuated a 10 for 1 forward stock split. The financial
      statements have been retroactively adjusted to reflect this stock
      split.





Note
      2 Summary
      of Significant Accounting Policies





Basis
      of Presentation




The
      financial statements of the Company have been prepared in accordance with
      accounting principles generally accepted in the United States and are expressed
      in US 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, 2006, the Company had
      negative working capital and a stockholders' deficiency of $125,636. For the
      years ended September 30, 2006 and 2005, the Company incurred net losses of
      $207,829 and $33,682, 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.





Use
      of
      estimates-The-preparation of financial statements in conformity with accounting
      principles generally accepted in the Unites 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.





Fair
      value of financial instruments - The Company's financial instruments consist
      of
      cash, accounts payable and accrued liabilities, accrued salaries payable to
      related parties, and loans payable to related parties, which approximate fair
      value because of their short maturity.





Foreign
      Currency Translation




The
      Company's functional and reporting currency is the United States dollar. The
      financial statements of the Company are translated to United States dollars
      in
      accordance with SFAS No. 52, “Foreign Currency Translation”. Monetary assets and
      liabilities denominated in foreign currencies are translated using the exchange
      rate prevailing at the balance sheet date. Gains and losses arising on
      translation or settlement of foreign currency denominated transactions or
      balances are included in the determination of income. Foreign currency
      transactions are primarily undertaken in Canadian dollars. The Company has
      not,
      to the date of these financials statements, entered into derivative instruments
      to offset the impact of foreign currency fluctuations.





Cash
      and Cash Equivalents




The
      Company considers all highly liquid instruments with maturities of three months
      or less at the time of issuance to be cash equivalents.

















Income
      Taxes





The
      Company follows SFAS No. 109, “Accounting for Income Taxes”, which requires
      recognition of deferred tax assets and liabilities for the expected future
      tax
      consequences of events that have been included in the financial statements
      or
      tax returns. Under this method, deferred tax assets and liabilities are based
      on
      the differences between the financial statements and tax bases of assets and
      liabilities using enacted tax rates in effect for the year in which the
      differences are expected to reverse.





Basic
      and Diluted Net Loss Per Share




The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      "Earnings per Share". SFAS No. 128 requires presentation of both basic and
      diluted earnings per share (EPS) on the face of the income statement. Basic
      EPS
      is computed by dividing net income (loss) available to common shareholders
      (numerator) by the weighted average number of shares outstanding (denominator)
      during the period. Diluted EPS gives effect to all dilutive common stock
      equivalents such as convertible securities and stock options.





Reclassifications




Certain
      prior year amounts have been reclassified to conform to the current year
      presentation.





Note
      3 Prepaid
      Expenses





On
      September 25, 2006, the Company executed a Script contract with Vigor Creative
      Productions Limited, a Hong Kong Corporation (“Vigor”). The Script Contract
      provides for the Company's purchase of scripts to be written by Vigor for 30
      series of a television program named “True Love” to be provided by the Company.
      The total purchase price is 900,000 Hong Kong dollars (“HKD”) ($115,508
      translated at the September 30, 2006 exchange rate) and is payable 250,000
      HKD
      upon signing of the agreement, 250,000 HKD upon receipt of the skeleton of
      the
      Scripts (to be delivered by Vigor one month after signing of the agreement),
      150,000 HKD upon receipt of scripts for the first 10 series, 150,000 HKD upon
      receipt of scripts for the 20 series, and 100,000 HKD upon receipt of scripts
      for the 30 series (to be delivered by Vigor within 4 months after signing of
      agreement).





Pursuant
      to the Script Contract, the Company paid Vigor $30,000 on September 25, 2006
      and
      classified the payment as prepaid expenses at September 30, 2006. As scripts
      are
      delivered to the Company, the related costs will be capitalized as film and
      television costs. The 900,000 HKD total cost of the scripts and the subsequent
      production costs (estimated to be 10,000,000 RMB, or $1,264,430 translated
      at
      the September 30, 2006) will be expensed in the proportion that current period's
      gross revenues from the television program bear to estimated remaining gross
      revenues from the program within 10 years of the delivery of the first episode
      (the “Projected Revenue Method”).





Note
      4 Loans
      payable to Related Parties





Loans
      payable to related parties consist of:


September
      30,


2006   2005


Loan
      payable to chairman,


Non
      interest bearing, due on demand  $ 30,000  $  --


Loan
      payable to former chief executive


officer,
      non interest bearing, due on demand  52,711   52,711





Total  $ 82,711  $ 52,711





The
      $30,000 loan payable to chairman was made pursuant to a $85,000 loan commitment
      from the chairman. In November 2006, the chairman advanced an additional $50,000
      for the Company.





Note
      5 Stockholder's
      Equity





On
      December 17, 2004, the Company sold a total of 10,000,000 shares of its common
      stock to its then two officers and directors at a price of $0.0001 per share,
      or
      $1,000 total.














On
      November 28, 2005, the Company closed its public offering (the related
      registration statement on Form SB-2 was declared effective by the Securities
      and
      Commission on October 17, 2005). The Company sold a total of 10,100,000 shares
      of its common stock at a price of $0.01 per share, or $101,000
      total.





At
      September 30, 2006, there were no outstanding stock options or
      warrants.




Note
      6 Income
      Taxes





No
      provisions for income taxes have been recorded since the Company has incurred
      losses since inception.





Deferred
      tax assets consist of:





September
      30,





2006   2005





Net
      operating loss carry forwards  $ 82,114  $ 11,452


Less
      valuation allowance  (82,114  )  (11,452  )





Net  $ --  $  --





Based
      on
      management's present assessment, the Company has not yet determined it to be
      more likely than not that a deferred tax asset of $82,114 attributable to the
      future utilization of $241,511 of net operating loss carry forwards as of
      September 30, 2006 will be realized. Accordingly, the Company has provided
      a
      100% allowance against the deferred tax asset in the financial statements at
      September 30, 2006. The Company will continue to review this valuation allowance
      and make adjustments as appropriate. The net operating loss carry forwards
      expire $33,682 in 2025 and $207,829 in 2026.





Current
      tax laws limit the amount of loss available to offset against future taxable
      income when a substantial change in ownership occurs. Therefore, the amount
      available to offset future taxable income may be limited.





Note
      7 Business
      Acquisitions





Triumph
      Research Limited





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 5,100,000 PRC Renminbi (“RMB”), or $644,859
      translated at the September 30, 2006 exchange rate, 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 5,100,000 RMB 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 5,100,000 RMB capital contribution by September 27, 2006. Although
      this payment has not yet been made, the Company believes that the Triumph
      stockholders will make the 5,100,000 RMB capital contribution in early 2007.
      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, 2006, Triumph
      has no assets other than its rights under the Tangde Joint Venture
      agreement.

















Joint
      Venture with Beijing New-Element Co. Ltd. (“New Element”)




On
      September 25, 2006, the Company executed a Joint Venture Agreement with New
      Element, a company organized under the laws of the PRC. The agreement provides
      for the formation of a joint venture (the “New Element Joint Venture”) to
      conduct a marketing and promotion business in the PRC. The Company is to
      contribute 510,000 RMB, or $64,486 translated at the September 30, 2006 exchange
      rate, for a 51% interest in the New Element Joint Venture and New Element is
      to
      contribute 490,000 RMB, or $61,957 translated at the September 30, 2006 exchange
      rate, for a 49% interest in the New Element Joint Venture. The agreement also
      provides that the Company is to issue 2,000,000 shares of its common stock
      to
      the sole stockholder of New Element and New Element is to transfer all its
      signed marketing and promotion commercial contracts to the New Element Joint
      Venture. The agreement, which has a term of 20 years, also provides that the
      Company is to provide the required working capital to the New Element Joint
      Venture and that New Element is responsible for the joint venture's daily
      operations. If the New Element Joint Venture meets the profit projection in
      3
      years, the Company has an option to acquire New Element's 49% interest at a
      price equal to 6 times the average annual profit for the 3 years and New Element
      has an option to sell its 49% interest to the Company at a price also equal
      to 6
      times the average annual profit for the 3 years. If the joint venture meets
      the
      profit projection in 3 years and New Element decides to terminate the agreement,
      the Company may require New Element to return all of the Company’s investment in
      the New Element Joint Venture.





At
      December 28, 2006, the New Element Joint Venture has not yet been funded and
      operations have not yet commenced.





Joint
      Venture with Beijing Star King Talent Agency Ltd. Co. (“Star
      King”)





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 600,000 RMB, or $75,866
      translated at the September 30, 2006 exchange rate, for a 60% interest in the
      Star King Joint Venture, and Star King is to contribute 400,000 RMB, or $50,577
      translated at the September 30, 2006 exchange rate, for a 40% interest in the
      Star King Joint Venture. The agreement also provides that the Company is to
      issue 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 940,000 RMB ($118,856 translated at the September 30,
      2006
      exchange rate) 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 8,000,000 RMB ($1,011,544
      translated at the September 30, 2006 exchange rate) 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 8,000,000 RMB
      ($1,011,544 translated at the September 30, 2006 exchange rate) 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.





At
      December 28, 2006, the Star King Joint Venture has not yet been funded and
      operations have not yet commenced.








Note
      8 Commitment
      and Contingencies





Employment
      Agreements





On
      August
      1, 2006, the Company entered into employment agreements with its chairman and
      chief executive officer at monthly salaries of $20,834 each. The term of these
      agreements is two years. Under both agreements, either the Company or the
      employee may terminate the agreement, with or without cause, by providing the
      other party with three months prior written notice.





Rental
      Agreements





Commencing
      July 1, 2006, the Company has rented office space under a month to month verbal
      agreement which provides for monthly rentals of $645.