UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C.  20549




FORM
      10-K/A


(Amendment
      No. 3)




(Mark
      One)




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




For
      the fiscal year ended December 31, 2007




OR




o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the transition period from ________ to ________.




SHINE
      MEDIA
      ACQUISITION CORP.


(Exact
      name of
      registrant as specified in its charter)




Delaware
                  
                  20-3086866(State
                      or other jurisdiction of
                  
                  (I.R.S.
                      Employerincorporation
                      or organization)
                  
                  Identification
                      No.)




29
                      Level, Central Plaza381
                      Huai Hai Zhong Road,Shanghai
                      200020, China
                  
                  200020(Address
                      of Principal
                  
                  (Zip
                      Code)Executive
                      Office)




(86)
      21 6391
      6188


(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, $.0001 par
      value


(Title
      of
      Class)


Common
      Stock Purchase
      Warrants


(Title
      of
      Class)


Units
      consisting of one share of Common Stock and two


Common
      Stock Purchase
      Warrants


(Title
      of
      Class)




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.  Yes  o   No  x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.  Yes  o   No  x




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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  o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K.  o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act (check one):




Large
                        Accelerated filer   ̈
                    Accelerated
                        filer   ̈
                    Non-Accelerated
                        filer  x




Indicate
      by check mark if the registrant is a shell company (as defined in Rule 12b-2
      of
      the Exchange Act).  Yes  x  No  o




State
      the
      aggregate market value of the voting and non-voting stock held by non-affiliates
      of the Issuer as of the last business day of the registrant’s most recently
      completed second fiscal quarter: zero. As of June 29, 2007, the aggregate market
      value of the common stock held by non-affiliates of the Registrant (8,758,333
      shares) was approximately $50,355,198.





As
      of
      March 20, 2008, there were 8,758,333 shares of common stock $.0001par value
      per
      share, issued and outstanding.




Documents
      Incorporated by Reference:none












EXPLANATORY
      NOTE




This
      Amendment No. 3 on Form 10-K/A amends the Company’s Annual Report on Form 10-K
      for the fiscal year ended December 31, 2007, filed with the Securities and
      Exchange Commission (“SEC”) on March 31, 2008 (the “Original Annual Report”),
      which was subsequently amended by Amendment No. 1, filed with the SEC on August
      21, 2008, and by Amendment No. 2, filed with the SEC on November 12, 2008.
      This
      Amendment revises management’s conclusion as to the effectiveness of the
      Company’s internal control over financial reporting as of December 31, 2007 in
      Item 9A. We are also re-filing Exhibit 31.1, Section 302 Certification –
Principal Executive Officer and Exhibit 31.2, Section 302 Certification –
Principal Financial Officer, as required by Rule 12b-15 of the Securities
      Exchange Act of 1934 (the “Exchange Act”). As permitted by, and in accordance
      with Staff guidance, because the Company is not including financial statements
      in this Amendment, paragraph 3 of each of these certifications has been
      removed.




Except
      as
      described above, no attempt has been made in this Amendment to modify or update
      other disclosures presented in the Original Annual Report. This Amendment does
      not reflect events occurring after the filing of the Original Annual Report
      or
      modify or update those disclosures, including the exhibits to the Original
      Annual Report affected by subsequent events. Accordingly, this Amendment should
      be read in conjunction with our filings with the SEC subsequent to the filing
      of
      the Original Annual Report, including any amendments to those
      filings.




TABLE
      OF CONTENTS


PagePART IIItem 9A.
                                          Controls and Procedures
                                          
                                          
                                          3PART IVItem 15.
                                          Exhibits, Financial Statement Schedules
                                          
                                          
                                          5
  
  PART
        II





Item
      9A. Controls and Procedures




Evaluation
      of Disclosure Controls and Procedures




The
      term
“disclosure controls and procedures,” as defined in Rules 13a-15(e) and
      15d-15(e) under the Exchange Act, means controls and other procedures of a
      company that are designed to ensure that information required to be disclosed
      by
      a company in the reports that it files or submits under the Exchange Act is
      recorded, processed, summarized, and reported, within the time periods 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 by a company in the reports that it files and submits
      under the Exchange Act is accumulated and communicated to the company’s
      management, including its principal executive and principal financial officers,
      as appropriate to allow timely decisions regarding required
      disclosure.





Our
      management, with the participation of our chief executive officer and chief
      financial officer, evaluated the effectiveness of our disclosure controls and
      procedures as of December  31, 2007. Based on that evaluation, our
      management, including our chief executive officer and chief financial officer,
      has concluded that, as of December 31, 2007, our disclosure controls and
      procedures were not effective because (i) we failed to disclose the framework
      used by management to evaluate the effectiveness of internal control over
      financial reporting in our Original Annual Report and (ii) that the financial
      statements had a mistake in (A) the Statement of Cash Flows and the supplemental
      information thereto for 2007 and the cumulative period ended December 31, 2007,
      by not reporting $1,647 of interest paid in 2007, and (B) the Statement of
      Stockholders’ Equity for 2007 and the cumulative period ended December 31, 2007,
      by reporting the reclassification of 179,910 shares of common stock subject
      to
      possible redemption as an $417,574 increase to Additional Paid-In Capital
      instead of a $1,462,726 decrease to Additional Paid-In Capital.





We
      remedied the failure of our disclosure controls and procedures by amending
      our
      Original Annual Report to disclose the framework used by management to evaluate
      the effectiveness of internal control over financial reporting.  We
      also remedied the failure of our disclosure controls and procedures by restating
      our financial statements for the reporting of interest paid in 2007 and the
      reclassification of 179,910 shares of common stock subject to possible
      redemption.





Remediation





During
      October 2008, management
      implemented additional review procedures designed to ensure that the disclosure
      provided by the Company meets the then current requirements of the applicable
      filing made under the Exchange Act and methodology to review the
      statements.





Management’s
      Report on Internal Control Over Financial Reporting




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. The Company’s internal control over financial
      reporting is a process designed to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      for external reporting purposes in accordance with generally accepted accounting
      principles. The evaluation of the internal control over financial reporting
      includes using the COSO framework, an integrated framework for the evaluation
      of
      internal controls issued by the Committee of Sponsoring Organizations of the
      Treadway Commission, to identify the risks and control objectives related to
      the
      evaluation of our control environment. Based on the evaluation, our chief
      executive officer and chief financial officer concluded that, as of December
      31,
      2007, our internal control over financial reporting was not effective because
      of
      the above disclosed material weaknesses.




Despite
      the assessment that the system of internal control over financial reporting
      was
      ineffective and the above disclosed material weaknesses, management believes
      that the financial statements contained in this Form 10-K filed with the SEC
      fairly present our financial position and results of operations for the years
      covered thereby in all material respects.




3




No
      Attestation Report




This
      annual report does not include an attestation report of the registered public
      accounting firm of the Company regarding internal control over financial
      reporting. The management’s report on internal controls over financial reporting
      was not subject to attestation by the registered public accounting firm pursuant
      to temporary rules of the Securities and Exchange Commission that permit the
      Company to provide only a management’s report in this annual
      report.




Changes
      in Internal Control Over
      Financial Reporting




During
      the fourth quarter of period covered by this Annual Report on Form 10-K, there
      has been no change in our internal control over financial reporting that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




4




PART IV




Item
                  15. Exhibits, Financial Statement SchedulesExhibit
                  (31.1) – Section 302 Certification – Principal Executive
                  OfficerExhibit
                  (31.2) – Section 302 Certification – Principal Financial
                  Officer




SIGNATURES




Pursuant
      to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this Amendment No. 3 to the Annual Report
      on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly
      authorized, on this 8th day of December 2008.




SHINE MEDIA ACQUISITION CORP.By:
              /s/David Y. ChenDavid
                  Y. ChenChief
                  Executive Officer and President