**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C.  20549**




**FORM
      10-K**




**(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 Plaza****381
                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 o Accelerated
      filer o Non-Accelerated
      filer x




Indicate
      by check mark if the registrant is a shell company (as defined in Rule 12b-2
      of
      the 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







**TABLE
      OF CONTENTS**




**Page****PART
                I**Item
                1.
            
            Business
            
            3Item
                1A.
            
            Risk
                Factors
            
            18Item
                1B.
            
            Unresolved
                Staff Comments
            
            32Item
                2.
            
            Properties
            
            32Item
                3.
            
            Legal
                Proceedings
            
            32Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            32**PART
                II**Item
                5.
            
            Market
                for Registrant’s Common Equity and Related Stockholder Matters and Issuer
                Purchases of Equity
            
            33Item
                6.
            
            Selected
                Financial Data
            
            35Item
                7.
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation
            
            35Item
                7A.
            
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            39Item
                8.
            
            Financial
                Statements and Supplementary Data
            
            39Item
                9.
            
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            39Item
                9A.
            
            Controls
                and Procedures
            
            40Item
                9B.
            
            Other
                Information
            
            40**PART
                III**Item
                10.
            
            Directors,
                Executive Officers and Corporate Governance
            
            41Item
                11.
            
            Executive
                Compensation
            
            44Item
                12.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            44Item
                13.
            
            Certain
                Relationships and Related Transactions, and Director
                Independence
            
            47Item
                14.
            
            Principal
                Accountant Fees and Services.
            
            52**PART
                IV**Item
                15.
            
            Exhibits,
                Financial Statement Schedules
            
            54INDEX
                TO FINANCIAL STATEMENTS
            
            F-1




2




**PART
      I**




**Item
      1. Business**




Shine
      Media Acquisition Corporation (“we”, “us”, “our” or “the Company” ) is
      a
      blank check company organized under the laws of the State of Delaware on June
      24, 2005. We were formed to acquire direct or indirect ownership through a
      merger, capital stock exchange, asset or stock acquisition or other similar
      business combination, or control through contractual arrangements, of one or
      more operating businesses in China. Our original intention was to seek an
      acquisition opportunity within the media and advertising industry in China.
      While we continue to pursue opportunities in the media and advertising arena,
      due to market and regulatory concerns, we have broadened our search for an
      appropriate business acquisition opportunity. Our certificate of incorporation
      does not require us to seek a business combination within any specific industry;
      we believe we are permitted under its terms to expand our search to industries
      outside the media and advertising industries and ultimately to conclude an
      acquisition in another industry.





On
      July
      12, 2005, the Company completed a private placement whereby certain of our
      officers and directors purchased an aggregate of 1,500,000 shares at $0.017
      per
      share, generating gross proceeds of $25,000.





On
      December 20 and December 27, 2006, we consummated a private placement and our
      initial public offering of 133,333 units and 6,000,000 units, respectively.
      Each
      unit consisted of one share of our common stock and two warrants. Each warrant
      entitles the holder to purchase one share of our common stock at an exercise
      price of $5.00 per share. The units sold in our private placement and initial
      public offering were sold at an offering price of $6.00 per unit, generating
      gross proceeds of $800,000 and $36,000,000 respectively. After deducting the
      underwriting discounts and commissions, the placement fee and the offering
      expenses, the net proceeds to us from the offering and the private placement
      were $33,617,500. Of this amount, $600,000 was released to the Company to be
      used for business, legal and accounting due diligence on prospective business
      combinations and continuing operating expenses. The remaining balance of
      $33,017,500 was deposited into a trust account. On January 25, 2007, the Company
      consummated the public sale of 900,000 additional units pursuant to the exercise
      by the underwriters of their over-allotment option granted as part of the
      initial public offering. After deducting the underwriting discounts and
      commissions, an additional $5,211,000 was deposited into the trust account.
      In
      connection with the initial public offering and exercise of the over-allotment,
      the underwriters agreed to defer payment of approximately $1,035,000 of the
      discounts and commissions on the public sale of the securities, equal to 2.5%
      of
      the gross proceeds, which amount will be paid only on consummation of a business
      combination.





Prior
      to
      the initial public offering, we issued certain of our pre-initial public
      offering stockholders (hereafter, our stockholders prior to the initial public
      offering, including all of the officers and directors of the Company defined
      as
“Pre-IPO Stockholders”) options to purchase such additional number of shares as
      would be necessary to maintain their ownership of 20% of the outstanding shares
      (excluding the shares purchased in the private placement) after the offering
      in
      the event the underwriters exercised the over-allotment option. These options
      were exercised at $.017 per share on January 25, 2007, in connection with the
      sale of the securities under the over-allotment option, and we issued 225,000
      shares of common stock to certain of Pre-IPO Stockholders.





As
      of
      December 31, 2007, the Company continues its search process to acquire a direct
      or indirect ownership through a merger, capital stock exchange, asset or stock
      acquisition or other similar business combination, or control through
      contractual arrangements, of one or more operating businesses with their
      principal operations and business in China.




3




**Business
      opportunities in China**





We
      believe there are many business opportunities in China because of its growing
      economy and the development of a diversified free market. One of the sectors
      we
      have had a particular interest has been media and advertising industry in China.
      Despite that interest, it is not the only industry that we are permitted to
      look
      at under our certificate of incorporation, and we have expanded our search
      into
      other industries.





The
      media
      and advertising sector in China is one of the fastest growing in the world
      and
      presents an interesting set of opportunities for consolidation and growth.
      With
      the growing number of consumers in China with their rising income and increasing
      consumer spending, we believe that the media and advertising industry in China
      represents a highly attractive area in which to consummate a business
      combination. Notwithstanding our continued interest in this segment, we
      recognize that while our opportunity in this market is possible because of
      the
      loosening of regulatory controls over ownership opening it to foreign ownership
      and the potential growth in this market segment, valuations in the segment
      potentially may not provide the strongest opportunity, especially compared
      to
      certain opportunities that may present themselves to the team due to their
      deep
      ties across industry segments in China. If we have to expand our acquisition
      opportunities because of the limitations of an acquisition in the media and
      advertising sector, we will explore any other industry segment operating within
      China that provides what we believe will be a value return on investment for
      our
      shareholders.





Another  concern
      in our seeking a business combination within the media and advertising industry
      is the limits that may be imposed by Chinese regulations relating to foreign
      ownership of companies operating within that industry segment. We believe that,
      subject to compliance with applicable regulations, it is possible for a foreign
      entity to own Chinese advertising companies and display-oriented media
      companies, but those same regulations make an acquisition in that sector more
      difficult. Depending on the circumstances presented, the need to accommodate
      these regulations may increase the timing, difficulty and cost of consummating
      a
      transaction and diminish the attractiveness of various target entities as an
      acquisition.





Our
      executive officers and directors have broad experience in investments,
      financing, acquisitions and operations. The have particular experience in the
      media and advertising industry but also in many other industries. In addition,
      they have extensive knowledge and expertise in mergers and acquisitions as
      well
      as operating and acquiring companies in China. We intend to leverage the
      totality of the experience of our executive officers and directors, including
      their relationships and contacts, to drive our efforts in identifying one or
      more target businesses in China with which we can consummate a business
      combination.





***80%
      Test***





Our
      initial business combination must be with one or more operating businesses
      whose
      fair market value, collectively, is equal to at least 80% of our net assets
      at
      the time of such acquisition. This business combination may be accomplished
      by
      identifying and acquiring a single business or multiple operating businesses
      contemporaneously. There is no limitation on our ability to raise funds
      privately or through loans that would allow us to acquire a company or companies
      with a fair market value in excess of 80% of our net assets at the time of
      the
      acquisition; however, we have no current plans or agreements to enter into
      any
      such financing arrangements. We may acquire less than a 100% interest (but
      will
      not acquire less than a controlling interest) in one or more target businesses
      for our initial business combination, in which case the aggregate fair market
      value of the interest or interests we acquire must equal at least 80% of our
      net
      assets at the time of such acquisition. The fair market value of an interest
      in
      a target business will be calculated based on the fair market value of the
      portion of the business we acquire and not on the fair market value of the
      business as a whole.




4




Prior
      to
      completion of a business combination, we will seek to have all vendors,
      prospective target businesses or other entities with whom we engage in business,
      other than the underwriters, waive any right, title, interest, or claim of
      any
      kind in or to any monies held in the trust account for the benefit of our public
      stockholders. In the event that a vendor, prospective target business, or other
      entity were to refuse to enter into such a waiver, our decision to engage such
      vendor or other entity or to enter into discussions with such target business
      would be based on our management’s determination that we would be unable to
      obtain, on a reasonable basis, substantially similar services or opportunities
      from another entity willing to enter into such a waiver.





**Government
      Regulation of the Media and Advertising Industry**





To
      the
      extent that we pursue an investment opportunity within the media and advertising
      industry, we will encounter significant Chinese regulation that is under the
      governance of the State Council, which is the highest authority in the executive
      branch of China’s central government, and several ministries and agencies under
      its authority, including the State Administration for Industry and Commerce
      (“SAIC”), the State Administration of Radio, Film and Television (“SARFT”), the
      General Administration of Press and Publication (“GAPP”), the Ministry of
      Culture (“MOC”) and the State Council News Office.





***Regulations
      on Foreign Investment in Media Industry***





China’s
      media industry is subject to government control and censorship. Under the
      current Chinese legal regime, foreign investment is limited to specific sectors
      of China’s media industry. China’s commitments in its entry into the World Trade
      Organization (the “WTO”) involve a gradual expansion of opportunities open to
      foreign businesses to encourage foreign investment. The State Development and
      Reform Commission and the Ministry of Commerce (formerly the Ministry of Foreign
      Trade and Economic Cooperation or MOFTEC) (“MOFCOM”) revised the Catalogue for
      Guiding Foreign Investment in Industries (the “Foreign Investment Catalogue”)
      which went into effect January 1, 2005. The Foreign Investment Catalogue
      classifies all foreign investment projects into one of four categories:
      encouraged projects, permitted projects, restricted projects and prohibited
      projects. China has also exceeded its WTO commitments through execution of
      strategic arrangements with Hong Kong and Macau to promote and facilitate
      investments and trade between the regions. These economic partnership
      arrangements: Mainland China Closer Economic Partnership Arrangement, effective
      June 2003, and Mainland China and Macau Closer Economic Partnership Arrangement,
      effective October 2003, are collectively referred to as “CEPA”.





On
      July
      6, 2005, MOC, SARFT, GAPP, the State Development and Reform Commission and
      MOFCOM formulated and implemented Certain Opinions on the Introduction of
      Foreign Investment in Cultural Fields (the “Opinions”), which provide an overall
      framework with respect to foreign investments in the Chinese media and other
      cultural sectors. The Opinions specify the areas in which foreign investments
      are permitted or prohibited in accordance with China’s commitments regarding its
      entry into the WTO. Under the Opinions, foreign investment in the media sector
      is permitted in the areas of printing of packaging and decorating materials,
      redistributing books, newspapers, periodicals, producing of recordable disks,
      duplication of read only disks, and engaging in works of art and the
      construction and operation of performance sites, cinema, event brokerage
      agencies and movie technology. However, foreign investment is prohibited in
      any
      form in areas such as news agencies, radio or television stations, radio and
      television networks, radio and television program production and broadcasting,
      movie production, the operation of internet cultural institutions, on-site
      internet access provision services (excluding Hong Kong and Macao investors),
      entertainment performance groups, the importation and distribution of movies,
      video projection, the publication, central distribution and importation of
      audio-video products and electronic publication and internet-based audio-video
      program services, news website and internet publication. The Opinions emphasize
      that foreign investors cannot indirectly enter such prohibited areas through
      business operations in the permitted areas of redistribution of publications,
      printing, advertising and renovation of cultural facilities.




5




Pursuant
      to the Tentative Regulations on Establishment of Foreign-Invested Printing
      Enterprises issued by GAPP and MOFCOM, effective January 2002, foreign investors
      are permitted to establish Chinese-foreign joint ventures that print
      publications and other materials provided that Chinese investors in such joint
      ventures hold majority ownership or a controlling position. In addition, foreign
      investors are permitted to establish wholly owned subsidiaries to engage in
      the
      printing of packaging and decorating materials.





Pursuant
      to the Administrative Measures on Foreign-Invested Enterprises in Redistribution
      of Books, Newspapers and Periodicals issued by GAPP and MOFCOM, effective May
      2003, foreign investors are permitted to establish wholly foreign owned
      redistribution companies that redistribute and sell, on the wholesale or retail
      level, books, newspapers or periodicals that have already been published by
      a
      licensed content-oriented media company in China.





Based
      on
      the Opinions and pursuant to the Tentative Regulations on Foreign Investment
      in
      Cinemas issued by SARFT, MOC and MOFCOM, effective January 2004, foreign
      investors are permitted to establish Chinese-foreign joint ventures that engage
      in the construction and operation of cinemas, provided that Chinese investors
      in
      such joint ventures hold majority ownership or a controlling position. In
      addition, pursuant to two supplemental regulations that became effective in
      May
      2005 and February 2006, respectively, Hong Kong and Macau investors qualified
      under CEPA are permitted to establish wholly owned subsidiaries to engage in
      the
      construction, renovation and operation of cinemas in China, retroactive to
      January 1, 2005. Such wholly owned subsidiaries are permitted to organize or
      relocate cinemas in different locations to engage in film projection,
      retroactive to January 1, 2006.





Based
      on
      the Opinions and pursuant to the Administrative Measures on Chinese-Foreign
      Cooperative Audio-Video Products Redistribution Joint Ventures issued by MOC
      and
      MOFCOM, effective January 2004, foreign investors are, without prejudice to
      the
      Chinese government’s right to examine the content of audio and video products,
      permitted to establish cooperative joint ventures that engage in the wholesale,
      retail and lease of audio-video products, provided that Chinese investors hold
      a
      controlling position in such joint ventures. In addition, Hong Kong and Macau
      investors qualified under CEPA are permitted to hold majority ownership in
      equity or contractual joint ventures that engage in such redistribution
      business.





Based
      on
      the Opinions and pursuant to the Tentative Regulations on Access and Operation
      Qualification for Movie Enterprises issued by SARFT and MOFCOM, effective
      November 2004, foreign investors are permitted to establish Chinese-foreign
      joint ventures that engage in movie technology, provided that Chinese investors
      in such joint ventures hold majority ownership or a controlling position.
      Pursuant to the supplemental regulations that became effective in May 2005,
      Hong
      Kong and Macau investors qualified under CEPA have been permitted to establish
      wholly owned subsidiaries to engage in the distribution of domestic movies
      in
      China, retroactive to January 1, 2005.





***Regulations
      on Advertising Industry***





The
      Advertising Law, which was promulgated by the Standing Committee of the National
      People’s Congress and became effective in February 1995, serves as the
      cornerstone of China’s advertising industry. SAIC is the government authority in
      charge of the advertising industry. Companies in the advertising company and
      display-oriented media segments of the advertising industry are primarily
      governed by the Advertising Law and the SAIC and, therefore, are regulated
      in
      the same manner as the advertising industry, as described below.




6




***Regulations
      on foreign investment in advertising industry***





In
      addition to the Foreign Investment Catalogue, foreign investment in China’s
      advertising industry is specifically governed by the Administrative Regulations
      on Foreign-Invested Advertising Enterprises issued by SAIC and MOFCOM, effective
      March 2004, which currently permit foreign investors to own a 100% equity
      interest in advertising companies in China, but such foreign entities will
      also
      be required to have at least three years of experience in the advertising
      industry. If foreign investors establish Chinese-foreign joint venture companies
      in the advertising industry in China, such foreign investors are required to
      have at least two years of direct operations experience in the advertising
      industry. Since we have not been involved in advertising for the required number
      of years, we intend to acquire a target company or companies by either acquiring
      simultaneously with the target business or businesses a foreign entity that
      has
      the required years of experience, or entering into contractual arrangements
      with
      affiliated entities in China to hold the required licenses to operate an
      advertising sales company. See the subheading of this section entitled
“—Alternative Structures to Comply with Regulations on Media and Advertising
      Industry” for more information. In addition, Chinese laws and regulations do not
      permit the transfer of any approvals, licenses or permits, including business
      licenses containing a scope of business that permits engaging in the advertising
      business.





***Regulation
      of advertising services***





In
      addition to the Advertising Law, principal regulations governing advertising
      services in China include: (i) the Advertising Administrative Regulations
      promulgated by the State Council, effective December 1987; and (ii) the
      Implementing Rules for the Advertising Administrative Regulations revised by
      SAIC, effective January 2005. These regulations stipulate that companies that
      engage in advertising activities must obtain a business license from the SAIC
      or
      its local branches that specifically includes operating an advertising business
      within its business scope. Companies conducting advertising activities without
      such a license may be subject to penalties, including fines, confiscation of
      advertising income and orders to cease advertising operations. The business
      license of an advertising company is valid for the duration of its existence,
      unless the license is suspended or revoked due to a violation of any relevant
      law or regulation.





***Advertising
      content***





Chinese
      advertising laws and regulations set forth certain content requirements for
      advertisements in China, which include prohibitions on, among other things,
      misleading content, superlative wording, socially destabilizing content, or
      content involving obscenities, the supernatural, violence, discrimination or
      infringement of the public interest. Advertisements for anesthetic,
      psychotropic, toxic or radioactive drugs are prohibited. It is prohibited to
      disseminate tobacco advertisements via radio, television, film broadcasts,
      newspapers or periodicals. It is also prohibited to display tobacco
      advertisements in any waiting lounge, theater, cinema, conference hall, stadium
      or other public area. There are specific restrictions and requirements regarding
      advertisements that relate to matters such as patented products or processes,
      pharmaceuticals, medical instruments, agrochemicals, veterinary pharmaceuticals,
      foodstuff, alcohol, cosmetics and others. In addition, all advertisements
      relating to pharmaceuticals, medical instruments, agrochemicals and veterinary
      pharmaceuticals advertised through radio, film, television, newspaper,
      periodical and other forms of media, together with any other advertisements
      which are subject to censorship by administrative authorities according to
      relevant laws and administrative regulations, must be submitted to the relevant
      administrative authorities for content approval prior to
      dissemination.





Advertisers,
      advertising operators and advertising distributors are required by Chinese
      advertising laws and regulations to ensure that the content of the
      advertisements they prepare or distribute are true and in full compliance with
      applicable law. In providing advertising services, advertising operators and
      advertising distributors must review the prescribed supporting documents in
      connection with any advertisements and verify that the content of such
      advertisements comply with applicable Chinese laws and regulations. In addition,
      prior to distributing advertisements for certain commodities that are subject
      to
      government censorship and approval, advertising distributors are required to
      ensure that governmental review has been performed and approval obtained.
      Violation of these regulations may result in penalties, including fines,
      confiscation of advertising income, orders to cease dissemination of
      advertisements and orders to publish an advertisement correcting the misleading
      information. In circumstances involving serious violations, SAIC or its local
      branches may order violators to cease their advertising business operations.
      Furthermore, advertisers, advertising operators or advertising distributors
      may
      be subject to civil liability if they infringe on the legal rights and interests
      of third parties in the course of their advertising business.




7




**Government
      Regulation of Foreign Exchange in Certain Onshore and Offshore
      Transactions**





***Foreign
      Currency Exchange***





Pursuant
      to the amended Administrative Regulations on Foreign Exchange, effective January
      1997, and various additional regulations issued by China’s State Administration
      of Foreign Exchange (“SAFE”), for current account transactions, such as payment
      for purchase of goods and services, Chinese RMB can be freely converted into
      foreign currency and transferred out of China through any designated foreign
      exchange bank. However, evidence in the form of contracts, invoices and, in
      some
      cases, government registration certificates, must be presented to the foreign
      exchange bank at the time of such conversion or transfer. Approval by SAFE
      or
      its local office is required for certain capital account transactions, such
      as
      equity investments and loans, conversion of foreign currency into Chinese RMB
      or
      Chinese RMB into foreign currency, and distributions thereof into or out of
      China.





Within
      China, all payments must be made in Chinese RMB. Unless otherwise approved,
      Chinese companies must repatriate foreign currency payments received from abroad
      into China. Foreign invested entities, which we will be following a business
      combination, are permitted to retain foreign currency in accounts with
      designated foreign exchange banks, subject to a maximum amount set by
      SAFE.





***Recent
      SAFE Regulations***





On
      October 21, 2005, SAFE issued the Circular on Relevant Issues Concerning Foreign
      Exchange Control on Domestic Residents’ Financing and Backtrack Investment
      Through Offshore Special Purpose Vehicles (Huifa[2005]No.75) (the “Circular”),
      which allows Chinese residents and companies, by using their assets or equity
      interests held in a Chinese domestic enterprise, to directly establish or
      indirectly gain control over special purpose vehicles outside of China for
      fund
      raising purposes and make a related investment back into a domestic Chinese
      company.





The
      Circular requires that a domestic resident or company who establishes special
      purpose vehicles outside of China, or gains indirect control over special
      purpose vehicles outside of China by means of purchase, trust, nominee holding,
      voting right, share repurchase or convertible bond, must make a foreign exchange
      registration at a local SAFE branch prior to its establishment of or gaining
      control over such special purpose vehicles and must follow the foreign exchange
      registration amendment procedures with regard to any change of its equity
      interest in the special purpose vehicle. Domestic residents or companies are
      obligated to apply to SAFE to revise the foreign exchange registration or filing
      with SAFE as a result of any material capital changes of a special purpose
      vehicle. A domestic resident’s or company’s foreign exchange earnings obtained
      in the form of profit, dividend or capital change from a special purpose vehicle
      must be fully remitted back to China within 180 days after the receipt of such
      amount. Failure to comply with the registration requirements described in the
      Circular could result in liability under Chinese law for foreign exchange
      evasion. The Circular became effective on November 1, 2005.




8




**Alternative
      Structures to Comply With Acquisitions in Restricted
      Industries**





***Contractual
      Arrangements***





We
      may
      enter into a business combination in which we, our subsidiaries and/or
      affiliates, and the target business (the “Chinese Operating Company”) and its
      shareholders enter into a series of contracts that are designed to secure for
      us
      economic benefits and accounting treatment substantially equivalent to full
      ownership. Acquiring control through contractual arrangements is typically
      accomplished with Chinese companies by contract to empower an offshore party,
      such as us, to designate management of the Chinese company, and by entering
      into
      technical and service contractual arrangements so that technical services and
      other services are provided to the Chinese company in exchange for substantially
      all of the Chinese company’s net income. We anticipate that any contractual
      arrangements we enter into will provide that the obligations of the shareholders
      of the Chinese company to elect and appoint management whom we designate will
      be
      secured by their ownership in the Chinese company, and they will be required
      to
      transfer their ownership in the entity to us when and to the fullest extent
      permitted by PRC laws and regulations. In exchange for our payment of the
      acquisition consideration, the Chinese Operating Company would be owned 100%
      by
      Chinese residents whom we designate (the “Nominees”). The Chinese Operating
      Company would continue to hold the requisite advertising or other media
      licenses.





These
      contractual arrangements would be designed to provide the
      following:





·
            We
                would be able to exert effective control over the Chinese Operating
                Company;





·
            A
                substantial portion of the economic benefits of the Chinese Operating
                Company would be transferred to us;
                and





·
            We,
                or our designee, would have an exclusive option to purchase all or
                part of
                the equity interests in the Chinese Operating Company owned by the
                Nominees, or all or part of the assets of the Chinese Operating Company,
                in each case when and to the extent permitted by Chinese
                regulations.





***Agreements
      that transfer economic benefit to us***





Pursuant
      to the contractual arrangements we may enter into with the Chinese Operating
      Company, we would establish a new subsidiary in China (the “Chinese Subsidiary”)
      which would provide technology, technical support, consulting and related
      services to the Chinese Operating Company in exchange for fees, which are
      designed to transfer to us substantially all of the economic benefits of
      ownership of the Chinese Operating Company. Examples of the types of agreements
      into which these entities may enter include:





·
            A
                technical services agreement, pursuant to which the Chinese Subsidiary
                licenses technology, and provides technical support and consulting
                services for the operations of, the Chinese Operating Company for
                a fixed
                monthly fee; and





·
            A
                trademark license agreement with the Chinese Operating Company, pursuant
                to which the Chinese Subsidiary provides a non-exclusive license
                for the
                use of its trademarks and brand name by the Chinese Operating Company
                in
                exchange for a monthly license fee.





***Agreements
      that provide effective control over the Chinese Operating
      Company***





If
      we
      decide to pursue this structure and are able to consummate it, we may enter
      into
      the following agreements with the Chinese Operating Company and the Chinese
      Subsidiary that will be designed to provide us with effective control over
      the
      Chinese Operating Company:





·
            A
                voting rights proxy agreement, pursuant to which the Nominees will
                grant
                us, or our designee, the right to appoint directors and senior management
                of the Chinese Operating Company and its subsidiaries and to exercise
                all
                of their other voting rights as shareholders of the Chinese Operating
                Company; and




·
            A
                call option agreement, pursuant to
                which:





·
            The
                Chinese Operating Company may not enter into any transaction that
                could
                materially affect its assets, liabilities, equity or operations without
                our prior written consent;




9




·
            The
                Chinese Operating Company will not distribute any dividends without
                our
                prior written consent;





·
            We
                or our designee will have an exclusive option to purchase all or
                part of
                the equity interests in the Chinese Operating Company or all or part
                of
                the assets of the Chinese Operating Company, in each case when and
                to the
                extent permitted by Chinese regulations
                and





·
            An
                equity pledge agreement pursuant to which each nominee will pledge
                his or
                its equity interest in the Chinese Operating Company and any subsidiary,
                to the Chinese Subsidiary to secure their obligations under the relevant
                contractual control agreements, including but not limited to, their
                obligations under the technical services agreement and trademark
                license
                agreement described above and any similar agreements, and each of
                them
                will agree not to transfer, sell, pledge, dispose of or create any
                encumbrance on their equity interest in the Chinese Operating Company
                and
                any subsidiary without our prior written
                consent.





Subject
      to its review of the legal documents to be entered into to implement the above
      contractual arrangements, Zhong Lun Law Firm, our legal counsel in China, is
      of
      the opinion that:





·
            The
                basic ownership structure described above, standing alone, is in
                compliance with existing Chinese laws and regulations;
                and





·
            The
                contractual arrangements as contemplated and described above, standing
                alone, will not result in any violation of Chinese laws and regulations
                currently in effect.





We
      have
      been advised by our legal counsel in China, however, that there are substantial
      uncertainties regarding the above structure and the contractual arrangements,
      taken as a whole, in light of the current and future laws and regulations in
      China. In particular, we note that the Ministry of Information Industry of
      China
      promulgated a circular on July 26, 2006 called the “Circular on Strengthening
      the Administration of Foreign Investment in Value-added IT Business.” This
      circular prohibits certain contractual arrangements that had been used by
      foreign investors to by-pass foreign investment restrictions in Chinese
“value-added” telecommunications companies, including internet and wireless
      providers. Although this circular does not directly affect us because we do
      not
      intend to acquire a telecommunications company and the Ministry of Information
      Industry does not oversee the media and advertising industry, the promulgation
      of the circular marks greater scrutiny by the Chinese government of the types
      of
      contractual arrangements that we may use to effect a business combination.
      Accordingly, there can be no assurance that the Chinese regulatory authorities,
      in particular the SAIC, which regulates advertising companies, will not in
      the
      future take a view that is contrary to the above opinion of our legal counsel
      in
      China. We have been further advised by such counsel that if the Chinese
      government finds that the agreements that we may use to establish the structure
      for operating our advertising business do not comply with government
      restrictions on foreign investment in advertising businesses, we could be
      subject to severe penalties, which include revoking the business and operating
      licenses of our target business, discontinuing or restricting the operations
      of
      our target business, imposing conditions or requirements with which we may
      not
      be able to comply, levying fines, requiring us to restructure the relevant
      ownership structure or invalidating the contractual obligations which created
      our corporate structure and/or unwinding the business combination. If the
      contractual arrangements with the Chinese Operating Company are invalidated,
      we
      may be deprived of the economic benefits of these arrangements, and any economic
      benefit we previously received under such contracts may be forfeited. In
      addition, if we provide funds to the nominees for them to acquire or finance
      the
      Chinese Operating Company, such nominees may not be able to convert such funds
      into foreign currency (including U.S. dollars) and transfer them out of China.
      We intend to obtain a legality opinion from legal counsel in China regarding
      the
      structure of our initial business combination prior to the vote by our
      stockholders.





10




**Effecting
      a business combination**





***Sources
      of target businesses***





We
      anticipate that our officers and directors, as well as their affiliates, will
      bring to our attention target business candidates of which they become aware
      through their business contacts. Members of our management team will advise
      their contacts that we intend to seek an acquisition. While our officers and
      directors make no commitment as to the amount of time they will spend trying
      to
      identify or investigate potential target businesses, they believe that the
      various relationships they have developed over their careers, together with
      their direct inquiry, will generate a number of potential target businesses
      that
      will warrant further investigation. Our officers and directors have agreed
      that
      they will not recommend to our stockholders that they approve a business
      combination with an entity that is affiliated with any of our officers or
      directors, or that is an entity in which any of our officers, directors or
      Pre-IPO stockholders, or any of their respective affiliates, has a direct or
      indirect investment.





Target
      business candidates may also be brought to our attention from various
      unaffiliated sources, including investment bankers, venture capital funds,
      private equity funds, consultants, and/or financial service institutions we
      may
      engage and other members of the financial community who are aware that we are
      seeking a business combination, through public relations and marketing efforts,
      direct contact by management, or other similar efforts, and who may present
      solicited or unsolicited proposals. Finders or brokers fees may be paid, and
      typically they will be tied to the consummation of a business combination,
      but
      we may pay fees whether or not a business combination is consummated. The fees
      to be paid to such persons typically will be a percentage of the fair market
      value of the transaction and may be paid in cash or securities or a combination.
      Any fee to a finder or broker will be determined in an arm’s length negotiation
      between the finder or broker and us. While we do not presently anticipate
      engaging the services of professional firms that specialize in acquisitions,
      we
      may decide to engage such firms in the future. Such compensation may be paid
      from the offering proceeds not held in the trust account.





While
      we
      may pay fees or compensation to third parties for their efforts in introducing
      us to potential target businesses, in no event will we pay any of our existing
      officers, directors or Pre-IPO stockholders or any entity with which they are
      affiliated any finder’s fee or other compensation for services rendered to us
      prior to or in connection with the consummation of a business combination.
      In
      addition, none of our officers, directors or Pre-IPO stockholders will receive
      any finder’s fee, consulting fees, or any similar fees from any person or entity
      in connection with any business combination involving us, other than any
      compensation or fees that may be received for any services provided following
      such business combination.





***Selection
      of target businesses and structuring of a business
      combination***





Subject
      to the requirement that our initial business combination must be with one or
      more operating businesses with a collective fair market value that is at least
      80% of our net assets at the time we acquire such company or obtain control,
      our
      management will have virtually unrestricted flexibility in identifying and
      selecting prospective target businesses in China. We are flexible with respect
      to identifying the number and characteristics of potential acquisition
      candidates and the acquisition structure we will use to effect a business
      combination or business combinations. We have not established any specific
      attributes or criteria (financial or otherwise) for the evaluation of
      prospective target businesses. In evaluating a prospective target business,
      our
      management will conduct the necessary business, legal and accounting due
      diligence on such target business and will consider, among other factors, the
      following:





·
            Financial
                condition and results of operation;


·
            Growth
                potential;


·
            Experience
                and skill of management and availability of additional
                personnel;






11




·
            Capital
                requirements;


·
            Competitive
                position;


·
            Barriers
                to entry into the media and advertising industry in
                China;


·
            Stage
                of development of the products, processes or
                services;


·
            Degree
                of current or potential market acceptance of the products, processes
                or
                services;


·
            Proprietary
                features and degree of intellectual property or other protection
                of the
                products, processes or services;


·
            Regulatory
                environment of the industry including foreign ownership restrictions;
                and


·
            Costs
                associated with effecting the business
                combination.





These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination will be based, to the extent
      relevant, on the above factors, as well as other considerations deemed relevant
      by our management in effecting a business combination consistent with our
      business objective. In evaluating a prospective target business, we will conduct
      due diligence review, which will encompass, among other things, meetings with
      incumbent management, where applicable, and inspection of facilities, as well
      as
      review of financial and other information made available to us.





The
      time
      and costs required to select and evaluate a target business and to structure
      and
      complete the business combination cannot presently be ascertained with any
      degree of certainty. Any costs incurred with respect to the identification
      and
      evaluation of a prospective target business with which a business combination
      is
      not ultimately completed will result in a loss to us and reduce the amount
      of
      capital available to otherwise complete a business combination. However, we
      will
      not pay any finder’s or consulting fees to our Pre-IPO stockholders including
      our officers and directors, or any of their respective affiliates, for services
      rendered to or in connection with a business combination.





In
      addition, since our business combination may entail the contemporaneous
      acquisition of several operating businesses and may be with different sellers,
      we will need to convince the sellers to agree that the purchase of their
      businesses is contingent upon the simultaneous closings of the other
      acquisitions.





***Fair
      market value of target business; 80% test***





The
      initial target business or businesses in which we acquire ownership or obtain
      control must have a collective fair market value equal to at least 80% of our
      net assets at the time of such acquisition. We may acquire less than a 100%
      interest (but will not acquire less than a controlling interest) in one or
      more
      target businesses for our initial business combination, in which case the
      aggregate fair market value of the interest or interests we acquire must equal
      at least 80% of our net assets at the time of such acquisition. The fair market
      value of an interest in a target business will be calculated based on the fair
      market value of the portion of the business we acquire and not on the fair
      market value of the business as a whole. There is no limitation on our ability
      to raise funds privately or through loans that would allow us to acquire a
      company or companies with a fair market value in excess of 80% of our net assets
      at the time of the acquisition; however, we have no current plans or agreements
      to enter into any such financing arrangements. The fair market value of such
      business will be determined by our board of directors based upon standards
      generally accepted by the financial community, such as actual and potential
      sales, earnings and cash flow, and book value. If our board is not able to
      independently determine that the target business has a sufficient fair market
      value, or if a conflict of interest exists, we will obtain an opinion from
      an
      unaffiliated, independent investment banking firm with respect to the
      satisfaction of such criteria. Since any opinion, if obtained, would merely
      state that fair market value meets the 80% of net assets threshold, it is not
      anticipated that copies of such opinion would be distributed to our
      stockholders, although copies will be provided to stockholders who request
      it.
      If we do obtain the opinion of an investment banking firm, a summary of the
      opinion will be contained in the proxy statement mailed to stockholders in
      connection with obtaining approval of the business combination, and the
      investment banking firm will consent to the inclusion of their report in our
      proxy statement. In addition, information about how stockholders will be able
      to
      obtain a copy of the opinion from us will be contained in the proxy statement.
      We will not be required to obtain an opinion from an investment banking firm
      as
      to the fair market value, if our board of directors independently determines
      that the target business has sufficient fair market value and no conflict of
      interest exists.





12


***Possible
      lack of business diversification***





While
      we
      may seek to effect business combinations with more than one target business,
      our
      initial business combination must be with a target business which satisfies
      the
      minimum valuation standard at the time of such acquisition, as discussed above.
      Consequently, it is likely that we will have the ability to effect only one,
      or
      perhaps, two business combinations, although this may entail simultaneous
      acquisitions of several entities at the same time. We may not be able to acquire
      more than one target business because of various factors, including possible
      complex domestic or international accounting issues, which would include
      generating pro forma financial statements reflecting the operations of several
      target businesses as if they had been combined, and numerous logistical issues,
      which could include attempting to coordinate the timing of negotiations, proxy
      statement disclosure, and other legal issues and closings with multiple target
      businesses. In addition, we would be exposed to the risk that conditions to
      closing with respect to the acquisition of one or more target businesses would
      not be satisfied, bringing the fair market value of the initial business
      combination below the required fair market value threshold of 80% of net assets.
      Accordingly, for an indefinite period of time, the prospects for our future
      viability may be entirely dependent upon the future performance of a single
      business. Unlike other entities that may have the resources to complete several
      business combinations of entities operating in multiple industries or multiple
      areas of a single industry, we may not have the resources initially to diversify
      our operations or benefit from the possible spreading of risks or offsetting
      of
      losses. By consummating a business combination with only a single entity, our
      lack of diversification may:





·
            Subject
                us to numerous economic, competitive and regulatory developments,
                any or
                all of which may have a substantial adverse impact upon the particular
                industry in which we may operate subsequent to a business combination;
                and





·
            Result
                in our dependency upon the development or market acceptance of a
                single or
                limited number of products, processes or
                services.





Additionally,
      since our business combination may entail the acquisition of several entities
      at
      the same time and may be with different sellers, we will need to convince the
      sellers to agree that the purchase of their entities is contingent upon the
      simultaneous closings of the other acquisitions.





***Plan
      of dissolution and liquidation if no business
      combination***





If
      we do
      not complete a business combination within 18 months after the consummation
      of
      the initial public offering, or within 24 months if the extension criteria
      (as
      described in this subheading) have been satisfied, we will dissolve and will
      distribute to all of our public stockholders, in proportion to their respective
      equity interests, an aggregate sum equal to the amount in the trust account,
      inclusive of any interest (net of up to $600,000 interest made available to
      search for and consummate an acquisition and taxes payable), plus any remaining
      net assets. These liquidation provisions, which are contained in the investment
      management trust agreement cannot be amended without the affirmative vote of
      100% of the public stockholders. The provisions are also set forth in our
      certificate of incorporation, an amendment to which requires the affirmative
      vote of 95% of the shares sold in the initial public offering and the private
      placement. We view these provisions as obligations to our investors and neither
      we nor our board of directors will propose, or seek stockholder approval of,
      any
      amendment of these provisions. These provisions are intended to protect our
      stockholders by requiring the vast majority of our public stockholders to vote
      in favor of such a change in order for it to become effective. However, these
      provisions make it difficult for us to amend our fourth amended and restated
      certificate of incorporation, which means that we would most likely be unable
      to
      extend the amount of time available to us to engage in a business combination,
      even if we were unable to consummate a transaction with an attractive target
      business in the allotted time. In the event we seek stockholder approval for
      a
      plan of dissolution and distribution and do not obtain such approval, we will
      nonetheless continue to pursue stockholder approval for our dissolution.
      Pursuant to the terms of our fourth amended and restated certificate of
      incorporation, our board of directors has agreed to effect our dissolution
      after
      the expiration of those time periods (assuming that there has been no business
      combination consummated), and furthermore, our powers following the expiration
      of the permitted time periods for consummating a business combination will
      automatically thereafter be limited to acts and activities relating to
      dissolving and winding up our affairs, including liquidation. The funds held
      in
      our trust account may not be distributed except upon our dissolution and, unless
      and until such approval is obtained from our stockholders, the funds held in
      our
      trust account will not be released. Consequently, holders of a majority of
      our
      outstanding stock must approve our dissolution in order to receive the funds
      held in our trust account and the funds will not be available for any other
      corporate purpose. Immediately upon the approval by our stockholders of our
      plan
      of dissolution and distribution, we will liquidate our trust account to our
      public stockholders. Certain of our stockholders have waived their rights to
      participate in any liquidation distribution with respect to shares of common
      stock owned by them immediately prior to the initial public offering, including
      those purchased in the private placement, and to vote their shares of common
      stock in favor of any plan of dissolution and distribution which we will submit
      to a vote of our stockholders. There will be no distribution from the trust
      account with respect to our warrants, which will expire worthless.





13




If
      we are
      unable to consummate a business combination and expend all of the net proceeds
      of this offering, other than the proceeds deposited in the trust account, and
      without taking into account interest, if any, earned on the trust account,
      the
      initial per-share liquidation price would be $5.65, or approximately $0.35
      less
      than the per-unit offering price of $6.00. Because the initial per-share
      redemption price is lower than the $6.00 per-unit offering price and may be
      lower than the market price of the common stock on the date of conversion,
      there
      may be a perceived disincentive on the part of public stockholders to exercise
      their conversion rights. The proceeds deposited in the trust account could,
      however, become subject to the claims of our creditors which could be prior
      to
      the claims of our public stockholders. Although we will seek to have all
      vendors, prospective target businesses or other entities we engage, other than
      the underwriters, execute agreements with us waiving any right, title, interest
      or claim of any kind in or to any monies held in the trust account for the
      benefit of our public stockholders, there is no guarantee that they will execute
      such agreements or, even if they execute such agreements, that they would be
      prevented from bringing claims against the trust account including but not
      limited to fraudulent inducement, breach of fiduciary responsibility or other
      similar claims, as well as claims challenging the enforceability of the waiver,
      in each case in order to gain an advantage with a claim against our assets,
      including the funds held in the trust account. If any third party refused to
      execute an agreement waiving such claims to the monies held in the trust
      account, we would consider the alternatives available to us if we chose not
      to
      engage such third party and evaluate if such engagement would be in the best
      interest of our stockholders. Examples of possible instances where we may engage
      a third party that refused to execute a waiver include the engagement of a
      third
      party consultant whose particular expertise or skills are believed by management
      to be significantly superior to those of other consultants that would agree
      to
      execute a waiver, or in cases where management is unable to find a provider
      of
      required services willing to provide the waiver. In any event, our management
      would perform an analysis of the alternatives available to it and would only
      enter into an agreement with a third party that did not execute a waiver if
      management believed that such third party’s engagement would be significantly
      more beneficial to us than any alternative. In addition, there is no guarantee
      that such entities will agree to waive any claims they may have in the future
      as
      a result of, or arising out of, any negotiations, contracts or agreements with
      us and will not seek recourse against the trust account. If we liquidate before
      the completion of a business combination and distribute the proceeds held in
      trust to our public stockholders, our Chief Executive Officer and Chief
      Financial Officer have agreed to indemnify us for any claims of a third party
      if
      such third party did not execute a waiver of claims against the trust account,
      but only to the extent necessary to ensure that such loss, liability, claim,
      damage or expense does not reduce the amount in the trust account. We have
      not
      independently verified whether such persons have sufficient funds to satisfy
      their indemnification obligations. Therefore, we cannot assure you that they
      will be able to satisfy those obligations. Accordingly, we cannot assure you
      that the actual per-share liquidation price will not be less than the $5.65
      plus
      interest (net of taxes payable and up to $600,000 of interest which may be
      released to us), initially placed in the trust due to claims of
      creditors.




14




Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, the funds held in our trust account
      will be subject to applicable bankruptcy laws, and may be included in our
      bankruptcy estate and subject to the claims of third parties with priority
      over
      the claims of our stockholders. To the extent any bankruptcy claims deplete
      the
      trust account we cannot assure you we will be able to return to our public
      stockholders the liquidation amounts due them.




Pursuant
      to, among other documents, our fourth amended and restated certificate of
      incorporation, if we do not complete a business combination within 18 months
      after the consummation of this offering, or within 24 months after the
      consummation of this offering if the extension criteria described below have
      been satisfied, our purpose and powers will be limited to dissolving,
      liquidating and winding up. We view this obligation to dissolve and liquidate
      as
      an obligation to our stockholders and neither we nor our board of directors
      will
      take any action to amend or waive any provision of our certificate of
      incorporation to allow us to survive for a longer period of time if it does
      not
      appear we will be able to consummate a business combination within the foregoing
      time periods. Upon dissolution, we will distribute to all of our public
      stockholders, in proportion to their respective equity interest, an aggregate
      sum equal to the amount in the trust account, inclusive of any interest (net
      of
      taxes payable and up to $600,000 of interest earned on the trust account that
      may be released to us to fund our working capital). Our Pre-IPO stockholders
      have waived their rights to participate in any liquidation distribution with
      respect to the shares they acquire prior to this offering and have also agreed
      to vote in favor of any plan of dissolution and distribution which we will
      present to our stockholders for vote. There will be no distribution from the
      trust account with respect to our warrants which will expire worthless. We
      will
      pay the costs of dissolution and liquidation, which we currently estimate to
      be
      approximately $50,000 to $75,000, from our remaining assets outside of the
      trust
      account.




If
      we
      enter into either a letter of intent, an agreement in principle or a definitive
      agreement to complete a business combination prior to the expiration of 18
      months after the consummation of this offering, but are unable to complete
      the
      business combination within the 18-month period, then we will have an additional
      six months in which to complete the business combination contemplated by the
      letter of intent, agreement in principle or definitive agreement. If we are
      unable to consummate a transaction within 24 months following the consummation
      of this offering our purpose and powers will be limited to dissolving,
      liquidating and winding up. Upon notice from us, the trustee of the trust
      account will liquidate the investments constituting the trust account and will
      turn over the proceeds to our transfer agent for distribution to our public
      stockholders as part of our plan of dissolution and distribution. Concurrently,
      we shall pay, or reserve for payment, from funds not held in trust, our
      liabilities and obligations, although we cannot assure you that there will
      be
      sufficient funds for such purpose.




Under
      the
      Delaware General Corporation Law, stockholders may be held liable for claims
      by
      third parties against a corporation to the extent of distributions received
      by
      them in a dissolution. If a corporation complies with certain statutory
      procedures set forth in Section 280 of the Delaware General Corporation Law,
      any
      liability of the stockholder would be barred with regard to any claim against
      the corporation on which an action, suit or proceeding is not begun prior to
      the
      third anniversary of the dissolution. The procedures in Section 280 include
      a
      60-day notice period during which any third-party claims may be brought against
      the corporation, a 90-day period during which the corporation may reject any
      claims brought, and an additional 150-day waiting period before any liquidating
      distributions may be made to stockholders. However, in order to make liquidating
      distributions to the holders of our common stock sold in this offering as soon
      as reasonably practicable following our dissolution, it is likely that we will
      seek stockholder approval to dissolve and liquidate in accordance with Section
      281(b) of the Delaware General Corporation Law, which requires us to adopt
      a
      plan of dissolution that will provide for our payment, based on facts known
      to
      us at such time, of (i) all existing claims, (ii) all pending claims and (iii)
      all claims that may be potentially brought against us within the subsequent
      10
      years, which could force us to use monies held in trust to pay the claims of
      creditors in order to dissolve. If stockholder vote to dissolve us under Section
      281(b), however, our stockholders could potentially be liable for an action,
      suit or proceeding brought against us after the third anniversary of our
      dissolution.




15




Because
      we are a blank check company, rather than an operating company, and our
      operations will be limited to searching for prospective target businesses to
      acquire, the only likely claims to arise would be from our vendors (such as
      accountants, lawyers, investment bankers, consultants, analysts, etc.) or
      potential target businesses. As described above, we intend to have all vendors
      and prospective target businesses execute agreements with us waiving any right,
      title, interest or claim of any kind in or to any monies held in the trust
      account. Although we cannot predict with certainty every potential claim or
      lawsuit that may be brought against us, what waiver agreements we will be able
      to enter into, if any, the amount of expenses in excess of our funds outside
      the
      trust account, or the ability of Mr. Chen or Mr. Ong to indemnify the trust
      account, we believe that it is not likely that any claim would result in any
      liability extending to the trust account due to our limited operations and
      our
      intent to obtain waivers from vendors and potential target
      businesses.




We
      currently believe that any plan of dissolution and distribution subsequent
      to
      the expiration of the 18 and 24 month deadlines would proceed in the following
      manner:




·
            our
                board of directors will, consistent with its obligations described
                in our
                fourth amended and restated certificate of incorporation to dissolve,
                prior to the passing of such deadline, convene and adopt a specific
                plan
                of dissolution and distribution, which it will then vote to recommend
                to
                our stockholders; at such time our board of directors will also cause
                to
                be prepared a preliminary proxy statement setting out such plan of
                dissolution and distribution and the board of director’s recommendation of
                such plan;





·
            promptly
                after reaching the deadline, we would file the preliminary proxy
                statement
                with the Securities and Exchange
                Commission;




·
            if
                the Securities and Exchange Commission does not review the preliminary
                proxy statement, then 10 days following the passing of such deadline,
                we
                will mail the proxy statements to our stockholders, and 30 days following
                the passing of such deadline we will convene a meeting of our stockholders
                at which they will either approve or reject our plan of dissolution
                and
                distribution; and




·
            if
                the Securities and Exchange Commission does review the preliminary
                proxy
                statement, we currently estimate that we will receive their comments
                30
                days following the passing of such deadline. We will mail the proxy
                statements to our stockholders following the conclusion of the comment
                and
                review process (the length of which we cannot predict with any certainty),
                and we will convene a meeting of our stockholders at which they will
                either approve or reject our plan of dissolution and
                distribution.




In
      the
      event we seek stockholder approval for a plan of dissolution and distribution
      and do not obtain such approval, we will nonetheless continue to pursue
      stockholder approval for our dissolution. Pursuant to the terms of our fourth
      amended and restated certificate of incorporation, our powers following the
      expiration of the permitted time periods for consummating a business combination
      will automatically thereafter be limited to acts and activities relating to
      dissolving and winding up our affairs, including liquidation. The funds held
      in
      our trust account may not be distributed except upon our dissolution and, unless
      and until such approval is obtained from our stockholders, the funds held in
      our
      trust account will not be released. Consequently, holders of a majority of
      our
      outstanding stock must approve our dissolution in order to receive the funds
      held in our trust account and the funds will not be available for any other
      corporate purpose. In addition, if we seek approval from our stockholders to
      consummate a business combination within 90 days of the expiration of 24 months
      (assuming that the period in which we need to consummate a business combination
      has been extended, as provided in our fourth amended and restated certificate
      of
      incorporation) from the date of this offering, the proxy statement related
      to
      such a business combination will also seek stockholder approval for our board
      of
      directors recommended plan of distribution and dissolution, in the event our
      stockholders do not approve such a business combination. If no proxy statement
      seeking the approval of our stockholders for a business combination has been
      filed 30 days prior to the date which is 24 months from the date of this
      offering, our board of directors will, prior to such date, convene, adopt and
      recommend to our stockholders a plan of dissolution and distribution, and on
      such date file a proxy statement with the Securities and Exchange Commission
      seeking stockholder approval for such plan. Immediately upon the approval by
      our
      stockholders of our plan of dissolution and distribution, we will liquidate
      our
      trust account to our public stockholders.





16




**Competition**





In
      identifying, evaluating and selecting a target business, we may encounter
      competition from other entities having a business objective similar to ours,
      including venture capital funds, leveraged buyout funds, operating businesses
      and other entities and individuals, both foreign and domestic. Many of these
      entities are well established and have extensive experience identifying and
      effecting business combinations directly or through affiliates. Many of these
      competitors possess greater financial, technical, human and other resources
      than
      we do and our financial resources will be relatively limited when contrasted
      with theirs which may limit our ability to compete in acquiring certain sizable
      target businesses. This inherent competitive limitation gives others an
      advantage in pursuing the acquisition of a target business.
      Further:





·
            Our
                obligation to seek stockholder approval of a business combination
                or
                obtain the necessary financial information to be included in the
                proxy
                statement to be sent to stockholders in connection with such business
                combination may delay or prevent the completion of a
                transaction;





·
            Our
                obligation to convert for cash shares of common stock held by our
                public
                stockholders in certain instances may reduce the resources available
                to us
                for a business combination;





·
            Our
                outstanding warrants, and the future dilution they potentially represent,
                may not be viewed favorably by certain target businesses;
                and





·
            The
                requirement to acquire an operating business that has a fair market
                value
                equal to at least 80% of our net assets at the time of the acquisition
                could require us to acquire several companies or closely related
                operating
                businesses at the same time, all of which acquisitions would be contingent
                on the closings of the other acquisitions, which could make it more
                difficult to consummate the business
                combination.





Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a business combination. Our management believes, however, that
      to
      the extent that our target business is, or our target businesses are, privately
      held, our status as a well-financed public entity may give us a competitive
      advantage over entities having a similar business objective as ours in acquiring
      such target business or businesses with significant growth potential on
      favorable terms.





If
      we
      succeed in effecting a business combination, there will be, in all likelihood,
      competition from competitors of the target business or target businesses. We
      cannot assure you that, subsequent to a business combination, we will have
      the
      resources or ability to compete effectively.





**Employees**





We
      have
      four officers, one of whom is also a member of our board of directors. These
      individuals are not obligated to contribute a minimum number of hours per week
      to our matters as the nature of identifying and negotiating with a target
      business or target businesses may require extensive time commitments at certain
      stages and very little at others. However, these individuals intend to devote
      as
      much time as they deem necessary to our affairs. The amount of time they will
      devote in any time period will vary based on the availability of suitable target
      businesses to investigate as well as the stage of a potential business
      combination, although we expect each of them to devote a minimum of
      approximately ten hours per week to our business during the target
      identification stage, and close to fulltime during negotiations and in
      connection with the tasks for completion of a business combination. We do not
      intend to have any full time employees prior to the consummation of a business
      combination.





17




**Periodic
      Reporting and Financial Information**





We
      have
      registered our securities under the Securities Exchange Act of 1934, as amended,
      and have reporting obligations, including the requirement that we file annual
      and quarterly reports with the SEC. In accordance with the requirements of
      the
      Securities Exchange Act of 1934, our annual reports will contain financial
      statements audited and reported on by our independent accountants.





We
      will
      not acquire a target business if it does not have financial statements that
      are
      prepared in accordance with, or which can be reconciled to, and audited in
      accordance with United States GAAP. Additionally, our management will provide
      stockholders with the audited financial statements as part of the proxy
      solicitation materials to assist them in assessing each specific target business
      we seek to acquire. Our management believes that the requirement of having
      available financial information for a target business may limit the pool of
      potential target businesses available for acquisition.




We
      expect
      to assess the internal controls of our target business or businesses prior
      to
      the completion of our initial business combination and, if necessary, to
      implement and test additional controls as we may determine are necessary in
      order to state that we maintain an effective system of internal controls. A
      target business may not be in compliance with the provisions of the
      Sarbanes−Oxley Act regarding the adequacy of internal controls. The development
      of the internal controls of any such entity to achieve compliance with the
      Sarbanes-Oxley Act may increase the time and costs necessary to complete any
      such acquisition.




**Item
      1A. Risk Factors**




**Risks
      Associated With Our Business**




**We
      are a development stage company with no operating history, and, accordingly,
      you
      will not have any basis on which to evaluate our ability to achieve our business
      objective.**




We
      are a
      recently incorporated development stage company with no operating results to
      date. Since we do not have an operating history, you will have no basis upon
      which to evaluate our ability to achieve our business objective. We have not
      conducted any discussions and we have no plans, arrangements or understandings
      with any prospective acquisition candidates. We will not generate any revenues
      until, at the earliest, after the consummation of a business combination, and
      we
      cannot assure you as to when, or if, a business combination will
      occur.




18




**If
      we are not able to consummate a business combination within the required time
      frame, we will be forced to liquidate, and, upon distribution of the trust
      account, our public stockholders will receive less than $6.00 per share, and
      our
      warrants will expire with no value.**





We
      must
      complete a business combination with a fair market value of at least 80% of
      our
      net assets at the time of acquisition within 18 months after the consummation
      of
      our initial public offering which was completed on December 27, 2006 (or within
      24 months after the consummation of our initial public offering if a letter
      of
      intent, agreement in principle or a definitive agreement has been executed
      within 18 months after the consummation of our initial public offering, and
      the
      business combination has not yet been consummated within such 18-month period).
      If we fail to consummate a business combination within the required time frame,
      we will be forced to liquidate our assets. We may not be able to find suitable
      target businesses within the required time frame. In addition, our negotiating
      position and ability to conduct adequate due diligence on any potential target
      may be reduced as we approach the deadline for the consummation of a business
      combination. We do not have any specific merger, capital stock exchange, asset
      or stock acquisition or other similar business combination under consideration,
      and neither we, nor any affiliate, attorney, agent or representative acting
      on
      our behalf, has had any contacts or discussions with any target business
      regarding such a transaction or taken any direct or indirect measures to locate
      or search for a target business.




If
      we are
      unable to complete a business combination and forced to liquidate our assets,
      the per-share liquidation amount will be approximately $5.65 (based upon amounts
      originally placed in the trust account (assuming that the trust account is
      not
      reduced due to claims of creditors)) plus interest (net of taxes payable and
      up
      to $600,000 of interest earned on the trust account that may be released to
      us
      to fund our working capital), because of the expenses of offering, our general
      and administrative expenses and the anticipated costs of seeking a business
      combination. Furthermore, there will be no distribution with respect to our
      outstanding warrants, and, accordingly, the warrants will expire with no value
      if we liquidate before the completion of a business combination.




**You
      will not be entitled to protections normally afforded to investors of blank
      check companies under federal securities laws.**




Since
      the
      net proceeds of the offering are intended to be used to complete a business
      combination with one or more operating businesses that have not been identified,
      we may be deemed to be a “blank check” company under the United States
      securities laws. However, since we have net tangible assets in excess of
      $5,000,000 and have filed a Current Report on Form 8-K with the Securities
      and
      Exchange Commission, including an audited balance sheet demonstrating this
      fact,
      we are exempt from rules promulgated by the Securities and Exchange Commission
      to protect investors of blank check companies, such as Rule 419. Accordingly,
      investors will not be afforded the benefits or protections of those rules,
      such
      as entitlement to all the interest earned on the funds deposited in the trust
      account (interest earned on the trust account may be used to pay taxes and
      up to
      $600,000 of such interest may be used for working capital purposes). Because
      we
      are not subject to Rule 419, a certain portion of the interest earned on the
      funds deposited in the trust account will be released to us to fund our working
      capital, or paid to the underwriters in the event that we consummate a business
      combination. Further, our units will be immediately tradable and we have a
      longer period of time to complete a business combination in certain
      circumstances than we would if we were subject to such rule.




19




**If
      third parties bring claims against us, the proceeds held in trust could be
      reduced, and the per-share liquidation amount received by stockholders could
      be
      less than $5.65 per unit.**




Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we will seek to have all vendors, prospective target
      businesses or other entities we hire or do business with, other than the
      underwriters, execute agreements with us waiving any right, title, interest
      or
      claim of any kind in or to any monies held in the trust account for the benefit
      of our public stockholders, there is no guarantee that they will execute such
      agreements or even if they execute such agreements that they would be prevented
      from bringing claims against the trust account. If any third party refused
      to
      execute an agreement waiving such claims to the monies held in the trust
      account, we would perform an analysis of the alternatives available to us and
      evaluate if such engagement would be in the best interest of our stockholders.
      Examples of possible instances where we may engage a third party that refused
      to
      execute a waiver include the engagement of a third party consultant whose
      particular expertise or skills are believed by management to be significantly
      superior to those of other consultants that would agree to execute a waiver
      or
      in cases where management is unable to find a provider of required services
      willing to provide the waiver. In addition, there is no guarantee that such
      entities will agree to waive any claims they may have in the future as a result
      of, or arising out of, any negotiations, contracts or agreements with us and
      will not seek recourse against the trust account for any reason. If we are
      unable to complete a business combination and are forced to liquidate and
      distribute the proceeds held in trust to our public stockholders, David Y.
      Chen,
      our Chief Executive Officer, President and a director, and Hock S. Ong, our
      Chief Financial Officer have agreed to indemnify us for any claim of a third
      party if such third parties did not execute a waiver of claims against the
      trust
      account, but only to the extent that there would be a reduction in the trust
      account. We have not independently verified whether such persons have sufficient
      funds to satisfy their indemnification obligations. Therefore, we cannot assure
      you that they will be able to satisfy those obligations. In addition, since
      we
      currently anticipate complying with Section 281(b) of the Delaware General
      Corporation Law if we are forced to dissolve, we would be required to adopt
      a
      plan of dissolution that will provide for our payment, based on facts known
      to
      us at such time, of (i) all existing claims, (ii) all pending claims and (iii)
      all claims that may be potentially brought against us within the subsequent
      10
      years, which could force us to use monies held in trust to pay creditors in
      order to dissolve. In the event that our board of directors recommends and
      our
      stockholders approve a plan of dissolution and distribution where it is
      subsequently determined that the reserve for claims and liabilities is
      insufficient, stockholders who received a return of funds from our trust account
      as part of its liquidation could be liable for claims made by
      creditors.




Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, the funds held in our trust account
      will be subject to applicable bankruptcy law, and may be included in our
      bankruptcy estate and subject to the claims of third parties with priority
      over
      the claims of our stockholders. To the extent any bankruptcy claims deplete
      the
      trust account we cannot assure you we will be able to return to our public
      stockholders the liquidation amounts due them.




**The
      procedures we must follow under Delaware law and our fourth amended and restated
      certificate of incorporation if we dissolve and liquidate may result in
      substantial delays in the liquidation of our trust account to our public
      stockholders as part of our plan of dissolution and
      distribution.**




Pursuant
      to, among other documents, our fourth amended and restated certificate of
      incorporation, if we do not complete a business combination within 18 months
      after the consummation of our initial public offering, or within 24 months
      after
      the consummation of our initial public offering if the extension criteria have
      been satisfied, we will be required to dissolve, liquidate and wind up in
      compliance with the provisions of the Delaware General Corporation Law. In
      addition, in the event we seek stockholder approval for a plan of dissolution
      and distribution and do not obtain such approval, we will nonetheless continue
      to pursue stockholder approval for our dissolution. The funds held in our trust
      account may not be distributed except upon our dissolution and, unless and
      until
      such approval is obtained from our stockholders, the funds held in our trust
      account will not be released. Consequently, in accordance with the provisions
      of
      the Delaware General Corporation Law, holders of a majority of our outstanding
      stock must approve our dissolution in order to receive the funds held in our
      trust account and the funds will not be available for any other corporate
      purpose. The procedures required for us to liquidate under the Delaware General
      Corporation Law, or a vote to reject any plan of dissolution and distribution
      by
      our stockholders, may result in substantial delays in the liquidation of our
      trust account to our public stockholders as part of our plan of dissolution
      and
      distribution.




**Our
      stockholders may be held liable for claims of third parties against us to the
      extent of distributions received by them in connection with the dissolution
      of
      the trust account.**




Under
      the
      Delaware General Corporation Law, stockholders may be held liable for claims
      by
      third parties against a corporation to the extent of distributions received
      by
      them in a dissolution. If a corporation complies with certain statutory
      procedures set forth in Section 280 of the Delaware General Corporation Law,
      any
      liability of the stockholder would be barred with regard to any claim against
      the corporation on which an action, suit or proceeding is not begun prior to
      the
      third anniversary of the dissolution. The procedures in Section 280 include
      a
      60-day notice period during which any third-party claims may be brought against
      the corporation, a 90-day period during which the corporation may reject any
      claims brought, and an additional 150-day waiting period before any liquidating
      distributions may be made to stockholders. However, in order to make liquidating
      distributions to the holders of our common stock sold in our initial public
      offering as soon as reasonably practicable following our dissolution, it is
      likely that we will seek stockholder approval to dissolve and liquidate in
      accordance with Section 281(b) of the Delaware General Corporation Law, which
      requires us to adopt a plan of dissolution that will provide for our payment,
      based on facts known to us at such time, of (i) all existing claims, (ii) all
      pending claims and (iii) all claims that may be potentially brought against
      us
      within the subsequent 10 years, which could force us to use monies held in
      the
      trust account to pay the claims of creditors in order to dissolve. If
      stockholder vote to dissolve us under Section 281(b), however, our stockholders
      could potentially be liable for an action, suit or proceeding brought against
      us
      after the third anniversary of our dissolution.




20




**Since
      we have not selected any target businesses with which to complete a business
      combination, investors in our initial public offering are unable to ascertain
      the merits or risks of any particular target business’ operations before
      deciding to invest.**




Since
      we
      have not yet identified any prospective target businesses, investors in our
      initial public offering have no current basis to evaluate the possible merits
      or
      risks of any particular target business’ operations. If we complete a business
      combination with a financially unstable company or an entity in its development
      stage, we may be affected by numerous risks inherent in the business operations
      of those entities. Although our management will endeavor to evaluate the risks
      inherent in a particular target business, we cannot assure you that we will
      properly ascertain or assess all of the significant risk factors. We also cannot
      assure you that an investment in our units will not ultimately prove to be
      less
      favorable to investors in our initial public offering than a direct investment,
      if an opportunity were available, in any target business.




**We
      will be dependent upon interest earned on the trust account to fund our search
      for a target company and consummation of a business combination.**




Of
      the
      net proceeds of our initial public offering and the private placement $600,000
      was made available to us initially outside the trust account to fund our working
      capital requirements. Accordingly, we will be dependent upon sufficient interest
      being earned on the proceeds held in the trust account to provide us with the
      additional working capital we may need to search for a target company and
      consummate a business combination (which would not be available to us if we
      were
      subject to Rule 419 of the Securities Act of 1933, pursuant to which all
      interest earned on the trust account would have to remain in the trust account).
      While we are entitled to the interest earned on the trust account (net of taxes
      payable), up to a maximum of $600,000 for such purpose and to repay working
      capital loans from management, if interest rates were to decline substantially,
      we may not have sufficient funds available to complete a business combination.
      In such event, we would need to borrow funds from our insiders or others or
      be
      forced to liquidate.




**A
      significant portion of the net offering proceeds not held in the trust account
      could be expended in pursuing business combinations that are not consummated,
      requiring us to find additional sources of working capital to continue to
      identify target businesses.**




It
      is
      anticipated that the investigation of each specific target business and the
      negotiation, drafting and execution of relevant agreements, disclosure documents
      and other instruments will require significant management time and attention
      and
      substantial costs for accountants, attorneys and others. In addition, we may
      opt
      to make down payments or pay exclusivity or similar fees in connection with
      structuring and negotiating a business combination. If a decision is made not
      to
      complete a specific business combination, the costs incurred up to that point
      for the proposed transaction, potentially including down payments or exclusivity
      or similar fees, would not be recoverable. Furthermore, even if an agreement
      is
      reached relating to a specific target business, we may fail to consummate the
      transaction for any number of reasons, including those beyond our control such
      as that at least 20% of our public stockholders vote against the transaction
      and
      exercise their conversion rights even though a majority of our public
      stockholders approve the transaction. Any such event will result in a loss
      to us
      of the related costs incurred, which could materially adversely affect
      subsequent attempts to locate and engage in a business combination with another
      business.




21




**We
      may choose to redeem our outstanding warrants at a time that is disadvantageous
      to our warrant holders.**




We
      may
      redeem the warrants issued as a part of our units, subject to some limitations,
      at any time after the warrants become exercisable (including any warrants issued
      upon exercise of Merriman Curhan Ford & Co.’s unit purchase option) in whole
      and not in part, at a price of $.01 per warrant, upon a minimum of 30 days
      prior
      written notice of redemption, if and only if, the last sales price of our common
      stock equals or exceeds $8.50 per share for any 20 trading days within a 30
      trading day period ending three business days before we send the notice of
      redemption. Redemption of the warrants could force the warrant holders (i)
      to
      exercise the warrants and pay the exercise price therefore at a time when it
      may
      be disadvantageous for the holders to do so, (ii) to sell the warrants at the
      then current market price when they might otherwise wish to hold the warrants,
      or (iii) to accept the nominal redemption price which, at the time the warrants
      are called for redemption, is likely to be substantially less than the market
      value of the Warrants. If and when the warrants become redeemable by us, we
      may
      exercise our redemption right even if we are unable to qualify the underlying
      securities for sale under all applicable state securities laws.




**We
      may issue additional shares of our capital stock, including through convertible
      debt securities, to complete a business combination, which would reduce the
      equity interest of our stockholders and likely cause a change in control of
      our
      ownership.**




Our
      fourth amended and restated certificate of incorporation authorizes the issuance
      of up to 89,000,000 shares of common stock, par value $0.0001 per share, and
      1,000,000 shares of “blank check” preferred stock, par value $0.0001 per share,
      with such designations, rights and preferences as may be determined from time
      to
      time by our board of directors. As of March 20, 2007, there are 65,095,001
      authorized but unissued shares of our common stock available for issuance (after
      appropriate reservation for the issuance of shares upon full exercise of our
      outstanding warrants and the purchase option granted to Merriman Curhan Ford
      & Co., the representative of the underwriters) and all of the 1,000,000
      shares of preferred stock available for issuance. Although we have no
      commitments as of March 20, 2007, to issue our securities, we were formed to
      acquire a business through merger capital stock exchange, asset or stock
      acquisition or other similar business combination and may issue a substantial
      number of additional shares of our common stock or preferred stock, or a
      combination of both, including through convertible debt securities, to complete
      a business combination. The issuance of additional shares of our common stock
      or
      any number of shares of our preferred stock, including upon conversion of any
      debt securities:




·
            May
                significantly reduce the equity interest of current
                investors;





·
            Will
                likely cause a change in control if a substantial number of our shares
                of
                common stock or voting preferred stock are issued, which may affect,
                among
                other things, our ability to use our net operating loss carry forwards,
                if
                any, and most likely also result in the resignation or removal of
                our
                present officers and directors; and





·
            May
                adversely affect prevailing market prices for our common
                stock.





22




Similarly,
      the incurrence of debt:




·
            May
                lead to default and foreclosure on our assets if our operating cash
                flow
                after a business combination were insufficient to pay our debt
                obligations;





·
            May
                cause an acceleration of our obligations to repay the indebtedness
                even if
                we have made all principal and interest payments when due if the
                debt
                security contained covenants that required the maintenance of certain
                financial ratios or reserves and any such covenant were breached
                without a
                waiver or renegotiation of that
                covenant;





·
            May
                create an obligation to immediately repay all principal and accrued
                interest, if any, if the debt security was payable on demand;
                and





·
            May
                hinder our ability to obtain additional financing, if necessary,
                if the
                debt security contained covenants restricting our ability to obtain
                additional financing while such security was
                outstanding.




**Some
      or all of our current officers and directors may resign upon consummation of
      a
      business combination, and we will have only limited ability to evaluate
      management of the target business.**




Our
      ability to successfully effect a business combination will be completely
      dependent upon the efforts of our current key personnel. The future role of
      our
      current officers and directors following a business combination, however, cannot
      presently be fully ascertained. Although it is possible that some of our key
      personnel, particularly our chairman, and our chief executive officer and
      president, will remain in senior management or advisory positions with a target
      business following a business combination, it is likely that some or all of
      the
      management of a target business at the time of a business combination will
      remain in place. Moreover, our current management will likely only remain with
      us after the consummation of a business combination if they are able to
      negotiate and agree to mutually acceptable employment terms as part of any
      such
      combination, which negotiations will take place with our directors at the time
      of such business combination and which terms would be disclosed to stockholders
      in any proxy statement relating to such transaction. If we were to consummate
      a
      business combination in an all-cash transaction, it would be more likely that
      current members of management would remain with us if they chose to do so.
      If a
      business combination were structured as a merger whereby the stockholders of
      the
      target business were to control us following the business combination, it may
      be
      less likely that our current management would remain with us unless it had
      been
      negotiated as part of the transaction through the acquisition agreement, an
      employment agreement or other arrangement. If members of our management
      negotiate post-acquisition employment terms acceptable to them with respect
      to a
      potential business combination, they may look unfavorably upon or reject another
      potential business combination where the target business’ owners refuse to
      retain members of our management, thereby resulting in a conflict of interest.
      While we intend to closely scrutinize any candidates for management after a
      business combination, we cannot assure you that our assessment of these
      individuals will prove to be correct. These individuals may be unfamiliar with
      the requirements of operating a public company, as well as with United States
      securities laws, and we would have to expend time and resources to familiarize
      them with such requirements and laws. This could be expensive and time-consuming
      and could lead to various regulatory issues which may result in our operations
      becoming less efficient.




**Our
      officers and directors will allocate their time to other businesses thereby
      causing conflicts of interest in their determination as to how much time to
      devote to our affairs. This could have a negative impact on our ability to
      consummate a business combination.**




Our
      officers and directors are not required to commit their full time to our
      affairs, which may result in a conflict of interest in allocating their time
      between our operations and other businesses. We do not intend to have any full
      time employees prior to the consummation of a business combination. All of
      our
      executive officers are engaged in several other business endeavors and are
      not
      obligated to contribute any specific number of hours per week to our affairs.
      If
      our executive officers’ other business affairs require them to devote more
      substantial amounts of time to such affairs, it could limit their ability to
      devote time to our affairs and could have a negative impact on our ability
      to
      consummate a business combination.




23




**Our
      officers and directors are now, and may in the future become affiliated with
      entities engaged in business activities similar to those intended to be
      conducted by us, and accordingly, may have conflicts of interest in determining
      to which entity a particular business opportunity should be
      presented.**




Certain
      of our officers and directors are currently involved in other businesses that
      are similar to the business activities that we intend to conduct following
      a
      business combination and two of our directors intend to be principals in another
      “blank check” company. In addition, our officers and directors may in the future
      become affiliated with entities, including other “blank check” companies,
      engaged in business activities similar to those intended to be conducted by
      us.
      Due to these affiliations, our officers and directors may have fiduciary
      obligations to present potential business opportunities to those entities prior
      to presenting them to us which could cause conflicts of interest. We cannot
      assure you that these conflicts will be resolved in our favor.




**All
      of our** **Pre-IPO** **stockholders, which includes all our officers and directors, own shares of
      our
      common stock which will not participate in the liquidation of the trust account
      and have agreed to purchase warrants which will expire worthless if we do not
      consummate a business combination, and therefore, they may have a conflict
      of
      interest in determining whether a particular target business is appropriate
      for
      a business combination.**




All
      of
      our Pre-IPO stockholders, which includes all our officers and directors, own
      shares of our common stock which were issued in connection with our formation
      and the private placement, as to which they have waived their right to receive
      distributions with respect to those shares upon the liquidation of the trust
      account if we fail to complete a business combination. The warrants purchased
      as
      part of the units sold in the private placement, will expire worthless if we
      do
      not consummate a business combination. The personal and financial interests
      of
      our Pre-IPO stockholders may influence their motivation in identifying and
      selecting a target business and completing a business combination in a timely
      manner. Consequently, our officers’ and directors’ discretion in identifying and
      selecting a suitable target business may result in a conflict of interest when
      determining whether the terms, conditions and timing of a particular business
      combination are appropriate and in our stockholders’ best interest.




**Our** **Pre-IPO** **stockholders’
      interests in obtaining reimbursement for any out-of-pocket expenses incurred
      by
      them may lead to a conflict of interest in determining whether a particular
      target business is appropriate for a business combination and in the public
      stockholders’ best interest.**




Our
      Pre-IPO stockholders, which includes all of our officers and directors who
      hold
      shares, will not receive reimbursement for any out-of-pocket expenses incurred
      by them to the extent that such expenses exceed the available proceeds not
      deposited in the trust account (or released to us as interest income from the
      trust account) unless the business combination is consummated. The amount of
      available proceeds is based on management estimates of the funds needed for
      operations and to consummate a business combination, and those estimates may
      prove to be inaccurate. The financial interest of our officers and directors
      could influence their motivation in selecting a target business as certain
      business combinations may involve the repayment of expenses while others may
      not. For instance, our officers and directors may, as part of any such
      combination, negotiate the repayment of some or all of their out-of-pocket
      expenses in excess of the amount outside the trust account, which if not agreed
      to by the target business’ owners, could cause our officers and directors to
      view such potential business combination unfavorably, thereby resulting in
      a
      conflict of interest. As a result, our officers and directors may have a
      potential conflict of interest when determining whether or not a particular
      business combination is in the stockholders’ best interest.




24




**Our
      initial business combination may be with a single target business, which may
      cause us to be solely dependent on a single business and a limited number of
      services.**




Our
      initial business combination must be with a business or businesses with a
      collective fair market value of at least 80% of our net assets at the time
      of
      the consummation of the transaction. There is no limitation on our ability
      to
      raise funds privately or through loans that would allow us to acquire a company
      or companies with a fair market value in excess of 80% of our net assets at
      the
      time of the acquisition; however, we have no current plans or agreements to
      enter into any such financing arrangements. We may not be able to consummate
      more than one business combination because of various factors, including
      possible complex accounting issues, which would include generating pro forma
      financial statements reflecting the operations of several target businesses
      as
      if they had been combined, and numerous logistical issues, which could include
      attempting to coordinate the timing of negotiations, proxy statement disclosure
      and closings with multiple target businesses. In addition, we also face the
      risk
      that conditions to closing with respect to the acquisition of multiple
      transactions are not satisfied, which could bring the fair market value of
      the
      initial business combination below the required fair market value threshold
      of
      80% of our net assets at the time of acquisition. In addition, because our
      business combination may entail the contemporaneous acquisition of several
      operating businesses and may be with different sellers, we will need such
      sellers to agree that the purchase of their businesses is contingent upon the
      simultaneous closings of the other acquisitions.




If
      we
      consummate a business combination with only one target business meeting the
      80%
      threshold, we may not be able to diversify our operations or benefit from the
      possible spreading of risks or offsetting of losses, unlike other entities
      which
      may have the resources to complete several business combinations in different
      industries or different areas of a single industry.




**We
      may be unable to obtain additional financing, if required, to complete a
      business combination or to fund the operations and growth of the target
      business, which could compel us to restructure the transaction or abandon a
      particular business combination.**




Although
      we believe the funds we have available to us will be sufficient to allow us
      to
      consummate a business combination, as we have not yet identified any prospective
      target businesses, we cannot ascertain the capital requirements for any
      particular transaction. If the net proceeds of our initial public offering
      and
      the private placement prove to be insufficient, either because of the size
      of
      the business combination or the depletion of the available net proceeds not
      held
      in trust (or interest income related to us), or because we become obligated
      to
      convert for cash a significant number of shares from dissenting stockholders,
      we
      will be required to seek additional financing. We cannot assure you that such
      financing would be available on acceptable terms, if at all. To the extent
      that
      additional financing proves to be unavailable when needed to consummate a
      particular business combination, we would be compelled to restructure the
      transaction or abandon that particular business combination and seek an
      alternative target business candidate. In addition, it is possible that we
      could
      use a portion of the funds not in the trust account to make a deposit, down
      payment or fund a “no-shop” provision with respect to a particular proposed
      business combination, although we do not have any current intention to do so.
      In
      the event that we were ultimately required to forfeit such funds (whether as
      a
      result of our breach of the agreement relating to such payment or otherwise),
      we
      could be left with insufficient funds to continue searching for, or conduct
      due
      diligence with respect to, other potential target businesses. If we were unable
      to secure additional financing, we would most likely fail to consummate a
      business combination in the allotted time and would be forced to dissolve and
      liquidate the trust account as part of our plan of dissolution and distribution,
      resulting in a loss of a portion of your investment. In addition, if we
      consummate a business combination, we may require additional financing to fund
      the operations or growth of the target business or target businesses. The
      failure to secure additional financing could result in our inability to
      effectuate our business plan for the development or growth of the target
      business. None of our officers, directors or stockholders are required to
      provide any financing to us in connection with or after a business
      combination.




25




**Any
      exercise by our** **Pre-IPO** **stockholders
      of their registration rights may substantially reduce the market price of our
      common stock, and the** **existence
      of these rights** **may make it more difficult to effect a business
      combination.**




Our
      Pre-IPO stockholders are entitled to demand that we register the resale of
      their
      initial shares of common stock at any time after the date on which their shares
      are released from escrow, which will not be before December 20, 2009, except
      in
      limited circumstances. In addition, our officers and directors are entitled
      to
      demand that we register the resale of the private placement units, and the
      shares of common stock and warrants included in the private placement units,
      at
      any time after we consummate our initial business combination. If our Pre-IPO
      stockholders exercise their registration rights with respect to all of their
      shares of common stock, including those shares of common stock purchased in
      the
      private placement, then there will be an additional 1,899,999 shares of common
      stock (which amount includes 266,666 shares of our common stock issuable upon
      exercise of outstanding warrants but does not include the exercise of the
      Pre-IPO stockholder options) eligible for trading in the public market. The
      presence of this additional number of shares of common stock eligible for
      trading in the public market may have an adverse effect on the market price
      of
      our common stock. In addition, the existence of these rights may make it more
      difficult to effectuate a business combination or increase the cost of a target
      business, as the stockholders of such target business may be discouraged from
      entering into a business combination with us or request a higher price for
      their
      securities as a result of these registration rights and the potential future
      effect the exercise of these rights may have on the trading market for our
      common stock.




**Our
      securities are quoted on the OTC Bulletin Board, which will limit the liquidity
      and price of our securities more than if our securities were quoted or listed
      on
      the NASDAQ Stock Market or a national exchange.**




Our
      securities are quoted on the OTC Bulletin Board, an inter-dealer automated
      quotation system for equity securities. Quotation of our securities on the
      OTC
      Bulletin Board may limit the liquidity and price of our securities more than
      if
      our securities were quoted or listed on the NASDAQ Stock Market or a national
      exchange. We cannot assure you, however, that the securities will continue
      to be
      quoted by the OTC Bulletin Board or any other market in the future. Lack of
      liquidity will limit the price at which you may be able to sell our securities
      or your ability to sell our securities at all.




**If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to complete a business
      combination.**




If
      we are
      deemed to be an investment company under the Investment Company Act of 1940,
      as
      amended, our activities may be restricted, including:




·
            Restrictions
                on the nature of our investments;
                and





·
            Restrictions
                on the issuance of securities, each of which may make it difficult
                for us
                to complete a business combination.





In
      addition, burdensome requirements may be imposed on us, including:




·
            Registration
                as an investment company;





·
            Adoption
                of a specific form of corporate structure;
                and





·
            Reporting,
                record keeping, voting, proxy and disclosure requirements and other
                rules
                and regulations.




26




We
      do not
      believe our anticipated principal activities will subject us to the Investment
      Company Act of 1940. To this end, the proceeds held in trust may only be
      invested by the trust agent in Treasury Bills issued by the United States with
      maturity dates of 180 days or less or in money market funds meeting certain
      conditions under the Investment Company Act of 1940. By restricting the
      investment of the proceeds to these instruments, we intend to avoid being deemed
      an investment company within the meaning of the Investment Company Act of 1940.
      The trust account and the purchase of government securities for the trust
      account is intended as a holding place for funds pending the earlier to occur
      of
      either: (i) the consummation of our primary business objective, which is a
      business combination, or (ii) absent a business combination, our dissolution
      and
      return of the funds held in this trust account to our public stockholders as
      part of our plan of dissolution and distribution. Notwithstanding our belief
      that we are not required to comply with the requirements of such act, in the
      event that the stockholders do not approve a plan of dissolution and
      distribution and the funds remain in the trust account for an indeterminable
      amount of time, we may be considered to be an investment company and thus
      required to comply with such act. If we were deemed to be subject to the act,
      compliance with these additional regulatory burdens would require additional
      expense that we have not allotted for.




**Because
      we may be deemed to have no” independent” directors, actions taken and expenses
      incurred by our officers and directors on our behalf will generally not be
      subject to “independent” review.**




Because
      each of our directors owns shares of our securities and may receive
      reimbursement for out-of-pocket expenses incurred by them in connection with
      activities on our behalf, such as identifying potential target businesses and
      performing due diligence on suitable business combinations, under the policies
      of the NASAA, state securities administrators could take the position that
      such
      individuals are not “independent.” If this were the case, they would take the
      position that we would not have the benefit of independent directors examining
      the propriety of expenses incurred on our behalf and subject to reimbursement.
      Additionally, there is no limit on the amount of out-of-pocket expenses that
      could be incurred, and there will be no review of the reasonableness of the
      expenses by anyone other than our board of directors, which would include
      persons who may seek reimbursement, or a court of competent jurisdiction if
      such
      reimbursement is challenged. To the extent such out-of-pocket expenses exceed
      the available proceeds not deposited in the trust account plus interest released
      to us from the trust account for working capital, such out-of-pocket expenses
      would not be reimbursed by us unless we consummate a business combination.
      In
      addition, we may opt to make down payments or pay exclusivity or similar fees
      in
      connection with structuring and negotiating a business combination, which may
      have the effect of reducing the available proceeds not deposited in the trust
      account plus interest released to us from the trust account for working capital,
      available for reimbursement of out-of-pocket expenses incurred on our behalf.
      We
      will not require, however, that the reimbursement of out-of-pocket expenses
      be
      included as a term or condition in any agreement with respect to a business
      combination. Although we believe that all actions taken by our directors on
      our
      behalf will be in our best interests, whether or not they are deemed to be
      “independent,” we cannot assure you that this will actually be the case. If
      actions are taken, or expenses are incurred that are actually not in our best
      interests, our revenues and profits could be reduced, and the price of our
      stock
      held by the public stockholders could decrease.




27




**Risks
      Relating to Regulation of the Corporate Structures We May Use in Connection
      With
      an Acquisition**




**We
      may not be able to locate and acquire a foreign advertising company with the
      requisite experience which would allow us to directly invest in the Chinese
      advertising industry, and even if we are successful, we may not be able to
      coordinate the concurrent purchase of one or more Chinese advertising
      companies.**




Chinese
      regulations currently permit foreign entities to hold 100% of the equity
      interests in Chinese advertising companies, provided these foreign entities
      (rather than its directors or management) have at least three years of direct
      operations experience in the advertising industry. If foreign entities establish
      Chinese-foreign joint venture companies in the advertising industry in China,
      such foreign entities are required to have at least two years of direct
      operations experience in the advertising industry. We do not currently operate
      an advertising business with the required years of advertising experience.
      Accordingly, we may, in connection with effecting a business combination, choose
      to purchase a foreign entity with two or more years of experience in the
      advertising industry outside of China, and cause such foreign entity to
      concurrently acquire a majority interest in one or more Chinese target
      businesses. If we were to effect this type of business combination, through
      a
      foreign entity with three or more years of experience in the advertising
      business, such foreign entity would be able to purchase 100% of a target
      business, and the target business would then become a wholly owned subsidiary
      of
      us. We cannot assure you, however, that we will be able to find a foreign entity
      with the required years of advertising experience. In addition, any foreign
      company that we locate may not be available for purchase at the same time as
      our
      target business or businesses, or if available, may not be available for
      purchase on terms agreeable to us. In the event that the cost of acquiring
      a
      foreign entity, including due diligence and other expenses related to
      acquisition, is materially greater than we expect, we may not have sufficient
      funds available to complete our acquisition of one or more target Chinese
      businesses. We cannot assure you that we will be able to coordinate the
      concurrent purchase of the foreign entity and one or more Chinese advertising
      companies.




**Instead
      of acquiring one or more Chinese companies through a foreign entity, we may
      attempt to obtain control of Chinese companies through contractual arrangements,
      and the Chinese government may find that the resulting corporate structure
      does
      not comply with Chinese governmental restrictions on foreign investment in
      China, and we may be required to forfeit all economic benefits of such contracts
      and be subject to severe penalties.**




We
      may
      choose to effect a business combination by making contractual arrangements
      between our company, subsidiaries and/or affiliates and Chinese companies.
      However, there are substantial uncertainties regarding the interpretation and
      application of current and future laws and regulations in China. If the Chinese
      government finds that the contractual arrangements that we may use to establish
      the structure for operating our business do not comply with government
      restrictions on foreign investment in Chinese businesses, we may be required
      to
      forfeit all economic benefits of such contracts, including forfeiting any
      economic benefit we previously received under the contracts.




If
      we are
      found to be in violation of any existing or future Chinese laws or regulations,
      or fail to obtain or maintain any of the required permits or approvals, we
      could
      be subject to severe penalties, and the relevant Chinese regulatory authorities,
      including the State Administration of Industry and Commerce (“SAIC”), would have
      broad discretion in dealing with such violations, including the authority
      to:




·
            Revoke
                the business and operating licenses of our target
                business;


·
            Discontinue
                or restrict our target business’
operations;


·
            Impose
                conditions or requirements with which we may not be able to
                comply;


·
            Levy
                fines;


·
            Require
                us to restructure the relevant ownership structure;
                or


·
            Invalidate
                the contractual obligations which created our corporate structure
                and/or
                unwind the business combination.




The
      imposition of any of these penalties would materially adversely affect our
      ability to operate our business following a business combination.




28




**If
      we acquire a target business through contractual arrangements with one or more
      operating businesses in China, such contracts may not be as effective in
      providing operational control as direct ownership of such businesses and may
      be
      difficult to enforce.**




To
      comply
      with applicable Chinese regulations in certain industries, we may effect a
      business combination by paying consideration to the owners of the target
      business and then making contractual arrangements between our company,
      subsidiaries and/or affiliates and Chinese companies. In that case, the target
      business would be owned by Chinese residents (most likely designated by our
      company) rather than directly by our company. If we choose to effect this type
      of business combination, we would expect to negotiate agreements that are
      designed to give us the full economic benefits and control of full direct
      ownership. However, these contractual arrangements may not be as effective
      in
      providing us with the same economic benefits or control over a target business
      as direct ownership would. For example, following a business combination we
      may
      not be able to exercise our rights as a shareholder to effect changes in the
      board of directors of the target business, which in turn could effect changes
      at
      the management level. In addition, payments from any such target business to
      us
      or our subsidiaries could represent all or a substantial portion of our internal
      source of funds and the failure to receive payment could have a material adverse
      effect on our business. If the target business or any other entity fails to
      perform its obligations under these contractual arrangements, we may have to
      incur substantial costs and expend substantial resources to enforce such
      arrangements, and rely on legal remedies under Chinese law, including seeking
      specific performance or injunctive relief, and claiming damages, which we cannot
      assure you will be sufficient to off-set the cost of enforcement and may
      adversely affect the benefits we expect to receive from the
      acquisition.




Moreover,
      we expect that the contractual arrangements upon which we would be relying
      would
      be governed by Chinese law and would be the only basis of providing resolution
      of disputes which may arise through either arbitration or litigation in China.
      Accordingly, these contracts would be interpreted in accordance with Chinese
      law
      and any disputes would be resolved in accordance with Chinese legal procedures.
      Uncertainties in the Chinese legal system could limit our ability to enforce
      these contractual arrangements. In the event we are unable to enforce these
      contractual arrangements, we may not be able to exert the effective level of
      control or receive the full economic benefits of full direct ownership over
      the
      target business.




In
      addition, we note that the Ministry of Information Industry of China promulgated
      a circular on July 26, 2006 called the “Circular on Strengthening the
      Administration of Foreign Investment in Value-added IT Business.” This circular
      prohibits certain contractual arrangements that had been used by foreign
      investors to by-pass foreign investment restrictions in Chinese “value-added”
telecommunications companies, including internet and wireless providers.
      Although this circular does not directly affect us because we do not intend
      to
      acquire a telecommunications company and the Ministry of Information Industry
      does not oversee the media and advertising industry, the promulgation of the
      circular marks greater scrutiny by the Chinese government of the types of
      contractual arrangements that we may use to effect a business combination.
      Accordingly, we cannot predict the extent to which the Chinese government may
      impose additional regulations or restrictions on foreign investment in the
      media
      and advertising industry. If the Chinese regulatory authority with oversight
      of
      the media and advertising industry were to restrict or prohibit certain
      contractual arrangements that we may use to effect a business combination,
      we
      may not be able to structure a transaction with terms favorable to our investors
      and that protect our stockholders’ interests in an acquisition of a Chinese
      company in the media and advertising industry.





**Risks
      Associated With Doing Business in China**




**Our
      seeking to acquire a business in China is partly based on the assumption that
      the Chinese economy will continue to expand which may not continue in light
      of
      the weakening of the economies of many other countries.**




Our
      ability to find an attractive target business with which to consummate a
      business combination is based on the assumption that the Chinese economy will
      continue to grow. However, the growth of the Chinese economy has been uneven
      across geographic regions and economic sectors. It is expected that some of
      the
      sectors of the Chinese economy may be adversely affected by recession in other
      countries, which seems increasingly likely. There can be no assurance that
      the
      Chinese economy will continue to grow as forecasted. If in the future China’s
      economy experiences a downturn or grows at a slower rate than expected, any
      company that we acquire may be adversely affected. Moreover, such a change
      in
      the economic climate in China could materially and adversely affect our ability
      to find an attractive target business with which to consummate a business
      combination and if we make an acquisition, the ability of that target business
      to continue or to become profitable.




29




**The
      approval of the Chinese Securities Regulatory Commission may be required in
      connection with any business combination we enter into under a recently adopted
      regulation, which could result in it taking a longer amount of time or more
      money for us to consummate a business combination, or, in the event that we
      are
      not able to obtain approval, could result in our being forced to liquidate
      and
      dissolve.**




On
      August
      8, 2006, six Chinese regulatory agencies, including the Chinese Securities
      Regulatory Commission, or CSRC, promulgated a regulation that became effective
      on September 8, 2006. This regulation, among other things, requires offshore
      special purpose vehicles, or SPVs, that acquire Chinese companies and that
      are
      controlled by Chinese individuals, such as our potential target business, to
      obtain the approval of the CSRC prior to publicly listing their securities
      on an
      overseas stock exchange. While the application of this new regulation is not
      yet
      clear, we may have to obtain the approval of the CSRC in connection with any
      business combination that we enter into with a Chinese company. Although the
      CSRC is expected to promulgate formal implementing rules and/or regulations
      and
      possibly other clarifications, the procedures and timing for obtaining any
      required CSRC approval have not been established and it is unclear when these
      will be established. Therefore, we may be required to obtain CSRC approval
      prior
      to consummating a business combination which could delay the timing of the
      business combination and/or result in the business combination costing us more
      than it would otherwise.  In addition, if we are unable to obtain the
      necessary approval, it is possible that we would be forced to abandon the
      business combination, liquidate the trust account and dissolve.




**Our
      business operations may be affected by legislative or regulatory changes in
      China.**




We
      may
      enter into a business combination with a target business that is not subject
      to
      regulations specific to its business. Because laws and regulations in China
      change frequently and because we do not know in which industry the company
      with
      which we consummate a business combination will operate, we cannot predict
      the
      ultimate cost of complying with these requirements, or the impact of these
      requirements on our proposed business.




**Our
      operations after a successful business combination in China may not develop
      in
      the same way or at the same rate as might be expected if the Chinese economy
      were similar to the market-oriented economies of member countries of the
      Organization for Economic Cooperation and Development
      (“OECD”).**




The
      Chinese economy has historically been a nationalistic, “planned economy,”
meaning it functions and produces according to governmental plans and pre-set
      targets or quotas. In certain aspects, China’s economy has been transitioning to
      a more market-oriented economy. However, we cannot predict the future direction
      of these economic reforms or the effects these measures may have. The Chinese
      economy also differs from the economies of most countries belonging to the
      OECD,
      an international group of member countries sharing a commitment to democratic
      government and market economy, in the following ways:




·
            Economic
                structure;


·
            Level
                of government involvement in the
                economy;


·
            Level
                of development;


·
            Level
                of capital reinvestment;


·
            Control
                of foreign exchange; and


·
            Methods
                of allocating resources.




As
      a
      result of these differences, investment histories in other OECD member countries
      may not provide a sound basis for assessing potential investments in
      China.




30




**Because
      most of our directors and officers reside outside of the United States, and,
      after the consummation of a business combination, substantially all of our
      assets may be located outside of the United States, it may be difficult for
      investors to enforce their legal rights against such individuals or such
      assets.**




Most
      of
      our directors and officers reside outside of the United States, and, after
      the
      consummation of a business combination, substantially all of our assets may
      be
      located outside of the United States. As a result, it may not be possible for
      investors in the United States to enforce their legal rights, to effect service
      of process upon our directors or officers or to enforce judgments of United
      States courts predicated upon civil liabilities and criminal penalties of our
      directors and officers under Federal securities laws. Although China has
      executed the Agreement on Mutual Judicial Assistance in Criminal Matters with
      the United States in June 2000, there is no extradition treaty between the
      United States and China. Therefore, it is unclear whether criminal penalties
      under United States federal securities laws would be enforced effectively in
      China, if at all.




**Because
      any target business with which we attempt to complete a business combination
      will be required to provide our stockholders with financial statements prepared
      in accordance with, or which can be reconciled to, and audited in accordance
      with, United States Generally Accepted Accounting Principles (“GAAP”),
      prospective target businesses may be limited.**




We
      will
      require that a proposed target business have certain financial statements that
      are prepared in accordance with, or which can be reconciled to, and audited
      in
      accordance with, United States GAAP. If a proposed target business does not
      have
      financial statements that have been prepared with, or which can be reconciled
      to, and audited in accordance with, United States GAAP, we will not acquire
      that
      proposed target business. These financial statement requirements may limit
      the
      pool of potential target businesses which we may acquire.




**Exchange
      controls that exist in China may limit our ability to use our cash flow
      effectively following a business combination.**




Following
      a business combination, we will be subject to China’s rules and regulations on
      currency conversion. In China, the State Administration for Foreign Exchange
      (“SAFE”) regulates the conversion of the Chinese Renminbi into foreign
      currencies. Currently, foreign investment enterprises (“FIEs”) are required to
      apply to the SAFE for “Foreign Exchange Registration Certificates for FIEs.”
Following a business combination, the entity in which we invest in China will
      likely be a FIE as a result of our ownership structure. FIEs holding such
      registration certificates, which must be renewed annually, are allowed to open
      foreign currency accounts including a “basic account” and “capital account.”
Currency translation within the scope of the “basic account,” such as remittance
      of foreign currencies for payment of dividends, can be effected without
      requiring the approval of the SAFE. However, conversion of currency in the
      “capital account,” including capital items such as direct investments, loans,
      and securities, require approval of the SAFE. We cannot assure you that the
      Chinese regulatory authorities will not impose further restrictions on the
      convertibility of the Chinese Renminbi. Any future restrictions on currency
      exchanges may limit our ability to use our cash flow for the distribution of
      dividends to our stockholders or to fund operations we may have outside of
      China.




**After
      we consummate a business combination, our operating company in China will be
      subject to restrictions on dividend payments and other distributions to
      us.**




After
      we
      consummate a business combination, we will rely on dividends and other
      distributions from our operating company to provide us with cash flow and to
      meet our other obligations. Current regulations in China would permit our
      operating company in China to pay dividends to us only out of its accumulated
      distributable profits, if any, determined in accordance with Chinese accounting
      standards and regulations. In addition, our operating company in China will
      be
      required to set aside at least 10% (up to an aggregate amount equal to half
      of
      its registered capital) of its accumulated profits each year. Such capital
      reserve may not be distributed as cash dividends. In addition, if our operating
      company in China incurs debt on its own behalf in the future, the instruments
      governing the debt may restrict its ability to pay dividends or make other
      payments to us.




31




**A
      recently issued SAFE Circular relating to offshore investment activities by
      residents or companies in China may increase the administrative burden we face
      and create regulatory uncertainties that could restrict our overseas and
      cross-border investment activities, and a failure by our stockholders who are
      residents of China to make any required applications and filings pursuant to
      such Circular may prevent us from being able to distribute profits and could
      expose us and our China resident stockholders to liabilities under Chinese
      law.**




The
      Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic
      Residents’ Financing and Backtrack Investment Through Offshore Special Purpose
      Vehicles (Huifa[2005]No.75) (the “Circular”) was issued by SAFE on October 21,
      2005 and took effect on November 1, 2005. The Circular allows Chinese residents
      and companies, by using their assets or equity interests held in a Chinese
      domestic enterprise, to directly establish or indirectly gain control over
      special purpose vehicles outside of China for fund raising purposes and make
      a
      related investment back into a domestic Chinese company. The Circular may apply
      to our stockholders who are residents of China.




The
      Circular requires that a domestic resident or company who establishes special
      purpose vehicles outside of China, or gains indirect control over special
      purpose vehicles outside of China by means of purchase, trust, nominee holding,
      voting right, share repurchase or convertible bond, must make a foreign exchange
      registration at a local SAFE branch prior to its establishment of or gaining
      control over such special purpose vehicles and must follow the foreign exchange
      registration amendment procedures with regard to any change of its equity
      interest in the special purpose vehicle. Domestic residents or companies are
      obligated to apply to SAFE to revise the foreign exchange registration or filing
      with SAFE as a result of any material capital changes of a special purpose
      vehicle. A domestic resident’s or company’s foreign exchange earnings obtained
      in the form of profit, dividend or capital change from a special purpose vehicle
      must be fully remitted back to China within 180 days after the receipt of such
      amount. Failure to comply with the registration requirements described in the
      Circular could result in liability under Chinese law for foreign exchange
      evasion.




After
      a
      business combination, we cannot provide any assurances that any of our
      stockholders who are Chinese residents will make the registration or filing
      required by the Circular or other related legislation. If these stockholders
      fail or are unable to make the required registration or change of registration
      or filing it may hinder or restrict our ability to receive distributions from
      any of our Chinese affiliates and hinder or restrict our ability to raise
      capital inside or outside of China. Any such actions could materially and
      adversely affect our business and prospects.





**Item
      1B. Unresolved Staff Comments**




None.




**Item
      2. Properties**




We
      maintain our executive office at Level 29, Central Plaza, 381 Huai Hai Zhong
      Road, Shanghai 200020, China. Pursuant to a letter agreement with Shine Media
      Group Limited, an affiliate of David Y. Chen, chief executive officer, president
      and a director of the Company, we are provided with office space and certain
      administrative, technology and secretarial services for $10,000 per month.
      The
      agreement is on a month to month basis and will terminate upon consummation
      of a
      business combination.





**Item
      3. Legal Proceedings**




None





**Item
      4. Submission of Matters to a Vote of Security Holders**




None.




32




**PART
      II**




**Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity**




**Market
      Information for Common Stock**





The
      Company’s Units commenced trading on the OTCBB under the symbol “SHNDU,” on
      December 21, 2006, the date of the initial public offering of the Company.
      Effective on February 23, 2007, the Company’s Common Stock, Warrants, and Units
      began to trade separately under the symbols “SHND,” “SHNDW” and “ SHNDU ”,
      respectively





The
      following table sets forth the high and low sales information for the Company’s
      Units andCommon Stock and Warrants for the year ended December 31, 2007, and
      the
      period from January 1, 2007 through March 14, 2007. The Over-the-Counter
      Bulletin Board quotations reflect inter-dealer prices, are without retail
      markup, markdowns or commissions, and may not represent actual
      transactions.




Common
                Stock
            
            Warrants
            
            UnitsHIGH
            
            LOW
            
            HIGH
            
            LOW
            
            HIGH
            
            LOWDecember
                20, 2006 through December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            6.15
            
            
            6.05First
                Quarter 2007
            
            
            5.47
            
            
            5.25
            
            
            0.50
            
            
            0.40
            
            
            6.60
            
            
            6.00Second
                Quarter 2007
            
            
            5.44
            
            
            5.28
            
            
            0.70
            
            
            0.40
            
            
            6.80
            
            
            6.18Third
                Quarter 2007
            
            
            5.50
            
            
            5.36
            
            
            0.68
            
            
            0.42
            
            
            6.83
            
            
            6.20Fourth
                Quarter 2007
            
            
            5.75
            
            
            5.40
            
            
            0.82
            
            
            0.47
            
            
            7.25
            
            
            6.30First
                Quarter 2008 (until March 14, 2008)
            
            
            5.70
            
            
            5.45
            
            
            0.86
            
            
            0.45
            
            
            7.60
            
            
            6.44





**Holders**





On
      December 31, 2007, the total number of record shareholders of our common stock
      was 14 and the number of record Unit-holders was 1. The Company believes that
      there are additional holders of our common stock who hold their securities
      through street name. Since we have not many any solicitations of our
      shareholders to date, we currently do not know the approximate number of such
      holders.





**Dividends**





We
      did
      not pay any cash dividends on our common stock for fiscal year ended on December
      31, 2007. We currently do not anticipate that the board of directors will
      declare and pay any dividends on our common stock.




33




**Recent
      Sales of Unregistered Securities**





On
      July
      12, 2005, we issued an aggregate of 1,500,000 shares of our common stock to
      the
      individuals set forth below for $25,000 in cash, at a purchase price of
      approximately $0.017 per share. The shares were issued in connection with our
      organization. After issuance, some of the recipients directed that some of
      the
      shares be issued to advisors to the company. No underwriting discounts or
      commissions were paid with respect to such shares. The issuance was exempt
      from
      registration pursuant to Section 4(2) of the Securities Act.





**Stockholders**
            
            **Number of**
              **Shares**David
                Y. Chen
            
            
            723,000Richard
                L. Chen
            
            
            277,500Jean
                Chalopin
            
            
            148,500Richard
                L. Chang
            
            
            142,500Robert
                B. Hersov
            
            
            148,500Steven
                Chang
            
            
            7,500Thomas
                Doctoroff
            
            
            7,500Carl
                Meyer
            
            
            7,500Lisa
                Tseng
            
            
            37,500




On
      April
      27, 2006, our Pre-IPO stockholders
      were issued options to purchase such additional number of shares as would
      maintain their respective percentage ownership in the event the underwriters’
over-allotment option is exercised. The exercise price of these options is
      $0.017 per share. Such options were issued pursuant to the exemption from
      registration contained in Section 4(2) of the Securities Act due to the limited
      number of individuals involved, their status as accredited investors and
      transfer restrictions on share certificates. No underwriting discounts or
      commissions were paid with respect to such options.





On
      December 20, 2006, we sold 133,333 units to our officers and directors for
      an
      aggregate purchase price of $800,000, or $6.00 per unit. Each unit consisted
      of
      one share of common stock and two warrants, each to purchase one share of common
      stock, exercisable at $5.00 per share, as follows:




**Name**
              
              **Number
                  ofShares**Jean
                   Chalopin
              
              
              14,900Rob
                  Hersov
              
              
              14,900David
                  Chen
              
              
              8,265Richard
                  Chang
              
              
              8,265Hock
                  Ong
              
              
              2,750Estelle
                  Lau
              
              
              920AFG
              
              
              83,333Total
              
              
              133,333





The
      securities were sold in reliance on the exemption from registration contained
      in
      Section 4(2) of the Securities Act as they were sold to a limited number of
      individuals and their status as accredited investors. No discounts or
      commissions were paid in connection with this private placement.




34




**Item
      6. Selected Financial Data**




**Summary
      Financial Data**





The
      selected financial data presented below summarizes certain financial data which
      has been derived from and should be read in conjunction with our financial
      statements and notes thereto included in the section beginning on page F-1.
      See also “Item 7. Management’s Discussion and Analysis of Financial Condition
      and Results of Operations.”





**For the year endedDecember 31, 2007**
            
            **For the year endedDecember 31, 2006**
            
            **For theperiod from**
              **June 24, 2005**
              **(inception) to**
              **December 31,2005**
            
            **For the periodfrom**
              **June 24, 2005**
              **(inception) to**
              **December 31,2007****Statement
                of operations Data:**Total
                operating costs
            
            $
            (496,527
            )
            
            (143,845
            )
            
            (3,455
            )
            
            (643,827
            )Interest
                income
            
            $
            1,734,516
            
            
            14,182
            
            
            765
            
            
            1,749,463Interest
                expense
            
            $
            -
            
            
            (7,243
            )
            
            (3,204
            )
            
            (10,447
            )Franchise
                tax
            
            $
            (63,164
            )
            
            (102,500
            )
            
            -
            
            
            (165,664
            )Net
                profit/(loss)
            
            $
            648,254
            
            
            (136,906
            )
            
            (5,894
            )
            
            (505,454
            )Profit/(loss)
                per share (basic)
            
            $
            0.07
            
            
            (0.09
            )
            
            (0.00
            )
            
            (0.09
            )Profit/(loss)
                per share (diluted)
            
            $
            0.03
            
            
            (0.09
            )
            
            (0.00
            )
            
            (0.09
            )




**December 31, 2007**
            
            **December 31, 2006****Balance
                Sheet Data:**Cash
            
            $
            550,487
            
            
            773,484Cash
                in trust
            
            $
            40,334,785
            
            
            33,931,152Total
                assets
            
            $
            40,936,091
            
            
            34,704,636Common
                stock subject to possible redemption-1,379,310 shares at redemption
                value
            
            $
            6,182,624
            
            
            6,600,198Total
                stockholders’ equity
            
            $
            33,035,875
            
            
            26,895,831




**Item
      7. Management’s Discussion and Analysis of Financial Condition and Results of
      Operation**




**Forward
      Looking Statements**





This
      Annual Report on Form 10-K includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
      the negative of such terms or other similar expressions. Factors that might
      cause or contribute to such a discrepancy include, but are not limited to,
      those
      described in our other Securities and Exchange Commission filings. The following
      discussion should be read in conjunction with our Financial Statements and
      related Notes thereto included elsewhere in this report.




35




**Overview**





We
      were
      formed on June 24, 2005, to serve as a vehicle to effect a merger, capital
      stock
      exchange, asset or stock acquisition or other business combination with one
      or
      more operating businesses in China. Our initial focus was on a business
      combination with a company operating in the media or advertising industry,
      however, under the current regulatory environment in China and the difficulties
      of locating suitable targets, have resulted in the Company expanding its
      consideration of acquisition targets. Our certificate of incorporation does
      not
      limit a proposed business combination within a specified industry. In the event
      that we are not able to locate or acquire a company in the media or advertising
      industry, we will pursue making an acquisition in other sectors of the Chinese
      economy.





Our
      initial business combination must be with one or more operating businesses
      whose
      fair market value, collectively, is equal to at least 80% of our net assets
      at
      the time of such acquisition. This business combination may be accomplished
      by
      identifying and acquiring a single business or multiple operating businesses
      contemporaneously.





We
      intend
      to utilize cash derived from the proceeds of our recently completed Public
      Offering, our capital stock, debt or a combination of cash, capital stock and
      debt, in effecting a business combination.





There
      is
      no limitation on our ability to raise funds privately or through loans that
      would allow us to acquire a company or companies with a fair market value in
      excess of 80% of our net assets at the time of the acquisition; however, we
      have
      no current plans or agreements to enter into any such financing arrangements.
      We
      may acquire less than a 100% interest (but will not acquire less than a
      controlling interest) in one or more target businesses for our initial business
      combination, in which case the aggregate fair market value of the interest
      or
      interests we acquire must equal at least 80% of our net assets at the time
      of
      such acquisition. The fair market value of an interest in a target business
      will
      be calculated based on the fair market value of the portion of the business
      we
      acquire and not on the fair market value of the business as a
      whole.





At
      December 31, 2007, we had not yet engaged in any business operations associated
      with an acquired business. All our business activity since inception through
      December 31, 2007, has related to the Company’s formation, consummation of the
      initial public offering and commencement of our identification and evaluation
      of
      target company opportunities in anticipation of a business
      combination.





**Critical
      Accounting Policies**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      expenses during the reporting period. Actual results could differ from those
      estimates.





Management
      does not believe that any recently issued, but not yet effective, accounting
      standards if currently adopted would have a material effect on the accompanying
      financial statements.





36




**Results
      of Operations for the Year Ended December 31, 2007**





The
      Company reported interest income of $1,734,516 and a net profit of $648,254
      for
      the year ended December 31, 2007. The interest income was mostly generated
      by
      the funds in the trust account into which the proceeds of our initial public
      offering (including over-allotment proceeds) and the December 2007 private
      placement were deposited. Such income may only be released from the trust
      account to be used to pay the taxes thereon, and up to $600,000 of such income,
      subject to the tax obligations, may be released for use in connection with
      the
      identification and consummation of a business combination. This amount of
      $600,000 was released to the Company on June 28, 2007.





During
      the year ended December 31, 2007, we incurred $68,099 in professional fees
      and
      $365,264 of other operating expenses related to office expenses of $120,000
      and
      to the expenses of seeking and evaluating a business combination. These amounts
      were paid from the net proceeds of the initial public offering that were not
      deposited into the trust account and the funds released from the trust account.
      We also have provided for $589,735 in income taxes.





During
      the year, we earned interest income of $1,734,516 on the net proceeds from
      the
      sale of the securities in the initial public offering and the December 2007
      private placement and the subsequent exercise of the over-allotment option.
      The
      income was earned primarily from the interest on US T-Bills that were purchased
      with those proceeds on deposit. Until the Company enters into a business
      combination, it will not generate operating revenues from a business
      enterprise.




**Liquidity
      and Capital Resources**




In
      the
      initial public offering consummated on December 27, 2006 and private placement
      consummated on December 20, 2006, including the over-allotment option
      consummated on January 25, 2007, we sold a total of 7,033,333 units, for
      aggregate gross proceeds of $42,199,998. Each unit consisted of one share of
      common stock and two warrants. The net proceeds from the  sale
      of
      these units were approximately $38,828,500. The aggregate offering expenses
      were
      approximately $3,371,498. From the net proceeds of the initial public offering
      and private placement (and not the over-allotment option), $600,000 were
      released to the Company to be used to provide for business, legal and accounting
      due diligence on prospective business combinations and continuing operating
      expenses of the Company until the consummation of a business combination, if
      any. From the amount placed on deposit in the trust account, upon consummation
      of a business combination, if any, we will pay to Merriman Curhan Ford &
Co., the underwriter of the initial public offering, an aggregate of deferred
      commissions in the amount of $1,035,000. Of the net proceeds from the initial
      public offering (including the over-allotment) and the private placement, we
      deposited $38,228,500 in the trust account for use in connection with the
      acquisition of an operating business. The interest earned on the amount
      deposited in the trust account is available to the Company to pay the income
      taxes on the earned income, and under the terms of the agreement for the trust
      account $600,000 was released for other permitted expenses in connection with
      the consummation of the business plan.





We
      will
      use substantially all of the net proceeds of our initial public offering and
      December 2006 private placement to acquire one or more operating businesses,
      including identifying and evaluating prospective acquisition candidates,
      selecting the target business, and structuring, negotiating and consummating
      the
      business combination. To the extent that our capital stock is used in whole
      or
      in part as consideration to effect a business combination, the proceeds held
      in
      the trust account as well as any other net proceeds not expended may be used
      to
      finance the operations of the target business or target businesses, to pay
      finders fees or other expenses contingent on consummating a business
      combination, or for further acquisitions.





37




On
      December 28, 2006, the Company purchased $34,766,000 of a US Treasury Bill
      (T-Bill) which was due on June 28, 2007 which paid interest at an annualized
      interest rate of 4.83%. The total cost was $33,917,089. On January 25, 2007,
      $5,211,000 was used to purchase the same US T-Bill which paid interest at an
      annualized interest rate of 4.91%. On June 28, 2007, the balance of trust
      account was $40,089,063 which includes interest income from the US T-Bills
      that
      matured on June 28, 2007. On June 28, 2007, the Company withdrew $600,000 from
      the trust account for business, legal and accounting due diligence expenses
      on
      prospective business combinations and continuing operating expenses. After
      deducting $600,000 for working capital, $39,488,432 was reinvested for 3 months
      US T-Bill at an annualized interest rate of 4.60%. On September 28, 2007, the
      Company reinvested $39,953,218 to purchase 3 months US T-Bill at an annualized
      interest rate of 3.67%. On December 28, 2007, the Company reinvested
      $40,314,411.17 to purchase 3 months US T-Bill at an annualized interest rate
      of
      3.22%.





Since
      December 20, 2006, the Company has paid Shine Media Group Limited, an affiliate
      of David Y. Chen, chief executive officer, president and a director of the
      Company, an monthly fee of $10,000 for certain administrative, technology and
      secretarial services, and use of a limited amount of office space in Shanghai.
      On July 12, 2005, Jean Chalopin, one of our board members, and Kilmer
      International Investments Limited, a wholly-owned entity of Robert Hersov,
      one
      of our board members, advanced to us a total of $170,000 to cover expenses
      related to the offering. In connection with these loans, we issued notes to
      each
      of Mr. Chalopin and Kilmer International Investments Limited. These notes
      were payable with 4% annual interest on the consummation of the initial public
      offering. These notes were repaid out of the proceeds of the initial public
      offering allocated for the payment of offering expenses. On August 9, 2006,
      Richard Chang, our Non-Executive Chairman, David Y. Chen, our chief executive
      officer, president and a director, and Hock S. Ong and Estelle Lau, each an
      officer, advanced to us an aggregate of $40,000 to cover additional expenses
      related to the initial public offering. These loans were also repaid on
      consummation of the initial public offering.





We
      sold
      Merriman Curhan Ford & Co., the representative of the underwriters of our
      initial public offering, for $100, an option to purchase up to a total of
      360,000 units. The units issuable upon exercise of the option are identical
      to
      those offered by our prospectus except that the warrants included in the option
      have an exercise price of $6.25. This option contains a cashless exercise
      feature that allows the holders of the option to use the appreciated value
      of
      the option to exercise the option without paying cash. We do not anticipate
      that
      we will obtain any cash proceeds from this option because of the cashless
      exercise feature.





We
      believe we will have sufficient available funds outside of the trust account
      to
      operate through December 21, 2008. We do not believe we will need to raise
      additional funds in order to meet the expenditures required for operating our
      business prior to consummation of a business transaction. However, we may need
      to raise additional funds through a private offering of debt or equity
      securities if such funds are required to consummate a business combination
      that
      is presented to us. We would only consummate such a financing simultaneously
      with the consummation of a business combination.





**Off
      Balance Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements.





**Contractual
      Obligations**





We
      do not
      have any long term debt, capital lease obligations, purchase obligations or
      other long term liabilities other than the service and office agreement with
      David Y. Chen, discussed above for our executive office at Level 29, Central
      Plaza, 381 Huai Hai Zhong Road, Shanghai 200020, China. This arrangement is
      pursuant to a written agreement, under which we pay $10,000 per month, until
      we
      consummate a business combination.




38




**Item
      7A**





Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, equity prices, and other market-driven rates or prices. We are not
      presently engaged in and, if a suitable business target is not identified by
      us
      prior to the prescribed liquidation date of the trust account, we may not engage
      in, any substantive business. Accordingly, we are not and, until such time
      as we
      consummate a business combination, we will not be, exposed to risks associated
      with foreign exchange rates, equity prices or other market-driven rates or
      prices.




**Item
      8. Financial Statements and Supplementary Data**




Financial
      statements are attached hereto beginning on Page F-1.





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




On
      May
      8th, 2007, the board of directors of the Company dismissed Goldstein Golub
      Kessler LLP ("GGK") as the Company’s principal accountants, effective May 8th,
      2007.





GGK
      had
      reported on and audited the Company’s financial statements for the year ended
      December 31, 2006 and for the periods ended July 18th, 2005; February 28, 2006;
      July 31st, 2006; and October 31st, 2006 as part of the Company’s registration
      statement on Form S-1; and for the Company’s Current Reports on Form 8-K filed
      on January 8th, 2007, subsequent to the Company’s initial public offering
      (“IPO”). None of the audit reports of GGK on the financial statements of the
      Company contained any adverse opinion or disclaimer of opinion, or were they
      qualified or modified as to uncertainty, audit scope, or accounting
      principles.




During
      the Company’s two most recent fiscal years ended December 31, 2006 and the
      subsequent interim period ended May 8th, 2007, there were no disagreements
      with
      GGK on any matters of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedures, which disagreements, if not
      resolved to the satisfaction of GGK, would have caused them to make reference
      to
      the subject matter of such disagreements in connection with their reports;
      and
      there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation
      S-K.




A
      copy of
      GGK’s letter addressed to the SEC relating to the statements made by the Company
      was attached as Exhibit 16.1 in th Current Report on Form 8-K filed on May
      11,
      2007.




Appointment
      of New Auditors




On
      May
      8th, 2007, the board of directors of the Company engaged Kabani & Company,
      Inc ("Kabani") with an address at 6033 West Century Boulevard, Suite 810, Los
      Angeles, California 90045, as the new principal accountant to audit its
      financial statements, effective May 8th, 2007. Kabani will provide auditing
      services for the Company according to the United States generally accepted
      accounting principles. The board of directors of the Company believes that
      Kabani should be able to better service the Company's needs in the United States
      and as it seeks a business combination in the People’s Republic of China.




During
      the fiscal years ended December 31, 2006, and 2005, neither the Company nor
      anyone on its behalf has consulted Kabani with respect to any accounting or
      auditing issues involving the Company. In particular, there was no discussion
      with Kabani regarding the application of accounting principles to a specified
      transaction or the type of audit opinion that might be rendered on the Company's
      financial statements.




39





**Item
      9A. Controls and Procedures**




Our
      management, with the participation of our chief executive officer and chief
      financial officer, has evaluated the effectiveness of our disclosure controls
      and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
      Act) as of the end of the fiscal period covered by this Annual Report on Form
      10-K. Based upon such evaluation, the chief executive officer and chief
      financial officer have concluded that, as of the end of such period, December
      31, 2007, the Company’s disclosure controls and procedures were effective to
      ensure that information required to be disclosed by us in the reports we file
      or
      submit under the Exchange Act is made known to management, including our chief
      executive officer and chief financial officer, and that such information is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC’s rules and forms.





In
      designing and evaluating our disclosure controls and procedures, our management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving the desired control
      objectives, and our management necessarily is required to apply its judgment
      in
      evaluating the cost-benefit relationship of possible controls and procedures





***Management’s
      Report on Internal Control Over Financial Reporting***





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. Our internal control system was designed
      to
      provide reasonable assurance to the Company’s management and board of directors
      regarding the preparation and fair presentation of published financial
      statements. All internal control systems, no matter how well designed, have
      inherent limitations. Therefore, even those systems determined to be effective
      can provide only reasonable assurance with respect to financial statement
      preparation and presentation. Because of its inherent limitations, internal
      control over financial reporting may not prevent or detect misstatements.
      Projections of any evaluation of effectiveness to future periods are subject
      to
      the risk that controls may become inadequate because of changes in conditions,
      or that the degree of compliance with the policies or procedures may
      deteriorate.





Our
      management assessed the effectiveness of the Company’s internal control over
      financial reporting as of December 31, 2007. Based on our assessment, we believe
      that, as of December 31, 2007, the Company’s internal control over financial
      reporting is effective based on those criteria.





March
      20,
      2007





***Attestation
      Requirement***





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.





**Item
      9B. Other Information**




None.




40




**PART
      III**




**Item
      10. Directors, Executive Officers and Corporate
      Governance**




**Directors
      and Executive Officers**





Our
      current directors and executive officers are as follows:





**Name**
            
            **Age**
            
            **Position**Richard
                L. Chang
            
            36
            
            Non-Executive
                Chairman and DirectorDavid
                Y. Chen
            
            39
            
            Chief
                Executive Officer and President and DirectorHock
                S. Ong
            
            39
            
            Chief
                Financial Officer and Chief Operating OfficerEstelle
                Lau
            
            43
            
            General
                Counsel, Vice President of Investor Relations and
                SecretaryKerry
                Propper
            
            33
            
            Executive
                Vice President of Mergers and AcquisitionsJean
                Chalopin
            
            56
            
            DirectorRobert
                B. Hersov
            
            46
            
            Director





There
      are
      no family relationships among the directors and executive officers.





***Richard
      L. Chang*** is
      our
      Non-Executive Chairman and has been a member of our board of directors since
      inception.  Since February 2006, Mr. Chang has been the Managing Partner of
      Georgian Pine Investments, an investment fund primarily focusing on emerging
      growth companies in China.  Investments include Skyflying Media Group,
      BitAuto, Beijing Lingtu and Quantcast.  Previously Mr. Chang was a Managing
      Director with SuttonBrook Capital Management, a multi-strategy investment fund,
      where he worked from March 2005 to September 2005.  From July 2003 to
      January 2005, Mr. Chang was a Partner of and an advisor to Primarius Capital,
      an
      investment firm.  From July 1999 to June 2003, Mr. Chang was with Bowman
      Capital Management, a leading technology investment fund where he was a General
      Partner.  Mr. Chang was a co-founding member of the firm’s Private Equity
      Group and also oversaw Asian public investing activities based out of Taiwan.
       From September 1997 to April 1999, Mr. Chang was a manager and Head of
      Business Development in Asia for Sony Pictures Entertainment, where he helped
      launch Columbia Pictures Asia and Columbia TriStar Television Asia.  From
      July 1993 to June 1995, Mr. Chang was a Financial Analyst in the Mergers and
      Acquisitions group at Lazard Freres & Co.  Mr. Chang is on the board of
      advisors of Gobi Partners (Digital media venture fund in China), Infotech
      Pacific Ventures (Venture Capital Affiliate of China’s MII (Ministry of
      Information Industry) and Clearmeadow Partners (Merchant Bank).  Mr. Chang
      holds an MA in Politics, Philosophy and Economics from Oxford University and
      a
      B.Sc. in Economics from the Wharton School, University of Pennsylvania





***David
      Y. Chen*** has been
      our Chief Executive Officer and President since our inception. He was our
      Chairman from inception until April 2006. Since November 2004, Mr. Chen has
      been
      the Chief Executive Officer of Fintel Group, a financial services and investment
      company in China. Since June 2006, Mr. Chen has been the Chairman of Sancon
      Resources Recovery Inc, an industrial waste management company, which is
      publicly traded in the United States on the OTC Bulletin Board. From June 2002
      to June 2004, Mr. Chen served as the Chief Executive Officer of The Hartcourt
      Companies Inc., which is publicly traded in the United States on the OTC
      Bulletin Board. From November 2000 to November 2001, Mr. Chen was the Chief
      Executive Officer of V2 Technology Inc., an Internet software company in China.
      From July 1999 to November 2000, he was the Managing Director of Greater China
      for HelloAsia Inc., a venture capital-funded Internet company in Asia. 
From October 1995 to July 1999, Mr. Chen was the Marketing Manager at Turner
      International, then Marketing Director for CNN Asia Pacific and later the
      advertising director for Greater China at Turner Broadcasting International
      Inc.
      Mr. Chen holds a Bachelor of Economics from Monash University of
      Australia.





41




***Hock
      S. Ong*** has been
      our Chief Financial Officer since April 2006 and our Chief Operating Officer
      since November 28, 2006. Since May 2002 to the present, Mr. Ong has been
      the Chief Executive Officer of Carnegie International Associates Limited, a
      corporate advisory firm. Mr. Ong was as an Assistant Director at Jardine
      Fleming in Hong Kong from September 1995 to December 1996 and in Malaysia from
      January 1997 to May 2002. Mr. Ong started his private advisory business in
      May
      2002. Mr. Ong holds a B.Sc. in Economics from the Wharton School,
      University of Pennsylvania.





***Estelle
      Lau*** has been
      our General Counsel since April 2006 and our Vice President of Investor
      Relations and Secretary since November 28, 2006. Since 2005 she has been General
      Counsel for CVM Capital, a Taiwan based venture fund. From August 2003 to March
      2004, Ms. Lau worked as an independent consultant for Kmart Corporation and
      then
      served as Acting VP of Global Sourcing and Compliance. From February 2001 to
      March 2004, Ms. Lau was a Vice President at 51job, a provider of HR services
      in
      China. From 1997 to 1998, she also served as General Counsel for Crimson
      Capital. From September 1997 to June 2001, Ms. Lau was an Associate Law
      Professor at SUNY Buffalo School of Law and has a B.A. in Sociology and
      Philosophy and an M.A. and Ph.D. in Sociology from the University of Chicago
      and
      a J.D. from Harvard Law School.





***Kerry
      Propper*** has been
      our Executive Vice President of Mergers and Acquisitions since November 28,
      2006. He was  the chief financial officer, secretary and a member of the
      board of directors  of Chardan North China Acquisition Corp. from its
      inception in March 2005  until September_2007 when it completed a reverse
      merger with HLS Systems International Ltd of which he continues as a
 director.  He was the chief executive officer, secretary and a member
      of  the board of directors of Chardan South China Acquisition Corp. from
      its  inception in March 2005 until _December 2007 when it completed its
 acquisition of Head Dragon Holdings Limited by a reverse  merger.
 Both Chardan North China Acquisition Corp. and Chardan South  China
      Acquisition Corp. were blank Mr.  Propper also sits on the board of
      directors of China Cablecom, an emerging  consolidator of cable network
      operators and service providers with an  established foothold in Shandong
      Province fast growing cable network  market. Mr. Propper has been the owner
      and chief executive officer of Chardan Capital Markets LLC (formerly known
      as
      Gramercy Group), a New York based broker-dealer, since July 2003. He has also
      been a managing member of SUJG, Inc., an investment company, since April 2005.
      From its inception in December 2003 until November 2005, Mr. Propper served
      as
      the executive vice president and a member of the board of directors of Chardan
      China Acquisition Corp., an OTC Bulletin Board listed blank check company that
      was seeking to acquire an operating business in the People’s Republic of China.
      In November 2005, Chardan China Acquisition Corp. completed its business
      combination with State Harvest Holdings Ltd. and changed its name to Origin
      Agritech Ltd. Mr. Propper has continued to serve as a member of the board of
      directors of Origin Agritech since its merger. Mr. Propper also sits on the
      board of directors of Source Atlantic Inc., a health care consulting firm based
      in Massachusetts. Mr. Propper was a founder, and from February 1999 to July
      2003
      owner and managing director of Windsor Capital Advisors, a full service
      brokerage firm also based in New York. Mr. Propper also founded The Private
      Capital Group LLC, a small private investment firm specializing in hard money
      loans and convertible preferred debt and equity offerings for small public
      companies, in May 2000 and was affiliated with it until December 2003. From
      July
      1997 until February 1999, Mr. Propper worked at Aegis Capital Corp., a
      broker-dealer and member firm of the NASD. Mr. Propper is on the advisory board
      of Netsol Technologies, a software company with operations in Pakistan. Mr.
      Propper received his B.A. in Economics and International Studies from Colby
      College.





42




***Jean
      Chalopin*** has been
      a member of our board of directors since our inception. For over 35 years,
      Mr. Chalopin has produced and written a number of television programs and
      feature films, including Inspector Gadget, Heathcliff, The Care Bears and
      M.A.S.K. Since August 2004, Mr. Chalopin has been involved in the creation
      and development of the Movie Plus Group and serves as the Chief Representative
      of the Beijing office of its subsidiary, Castle Hero Picture Ltd (HK). Movie
      Plus Group develops, produces and distributes feature films and television
      programs catering to children and family programming that is focused on China,
      where it has partnered with the China Film Group, the state-owned film
      conglomerate. Since October 2000, he has been the President of Story Plus Group,
      an online children’s book publishing and writers club. From December 1989 to
      December 2000, Mr. Chalopin was the President of Jean Chalopin Consultants,
      a company that produced, distributed and packaged television films and series.
      From 1987 to 1996, Mr. Chalopin was the President of Creativity &
Development S.A., a company specializing in children’s programming. From 1971 to
      1986, Mr. Chalopin was the founder, Chairman and Chief Executive Officer of
      DIC Audiovisual, SARL, an animation studio.





***Robert
      B. Hersov*** has
      been
      a member of our board of directors since our inception. Since January 2004,
      Mr. Hersov has been the Vice Chairman of NetJets Europe, a subsidiary of
      NetJets, Inc., a large private aviation and fractional jet ownership company
      which was acquired by Berkshire Hathaway Inc. in 1998. Mr. Hersov founded
      and from December 2002 to April 2004 served as the Chief Executive Officer
      of
      Marquis Jet Europe, a private aviation company which was acquired by NetJets,
      Inc. in 2004. Mr. Hersov also founded and from October 1998 to December
      2002 served as the Chairman of Sportal, a company that operates an Internet
      site
      that offers sports-related games and videos. From September 1997 to September
      1998, he served as the Executive Director of Enic plc, a public holding company
      on the London Stock Exchange that invests primarily in the sports and media
      sectors. From July 1995 to March 1997, Mr. Hersov was the Chief Executive
      Officer of Telepiu PayTV in Milan, Italy, a pay TV and digital satellite
      company. From December 1993 to July 1995, Mr. Hersov served as an Executive
      Director of Richemont, a tobacco, luxury and media conglomerate listed on the
      SWX Swiss Exchange. Mr. Hersov is the non-Executive Chairman of the Board
      of Exclusive Resorts Europe, a company that owns and operates luxury villa
      residences. Since July 2005, Mr. Hersov has been a director of Endeavor
      Acquisition Corp., a blank check company. Mr. Hersov holds an M.B.A. from
      the Harvard Business School and a B.B.S. from the University of Cape Town.





On
      April
      30, 2007, Mr. Hoe Seong Ooi resigned from the board of directors due to personal
      reasons. On the same day, the Board appointed Mr. Tong Nam Tan to serve as
      a
      director of the Board. On September 24, 2007, Mr. Tong Nam Tan resigned from
      the
      board due to personal reasons.





**Board
      of Dir** **ectors**





Our
      board
      of directors is divided into three classes with only one class of directors
      being elected in each year and each class serving a three-year term. We have
      not
      held any annual meetings for the election of directors and may not do so prior
      to the consummation of a business combination. The term of office of the first
      class of directors would have expired at the first annual meeting which would
      have been held in 2007. Currently, this class of directors is vacant because
      Mr.
      Ooi and his appointed successor have both resigned as directors for personal
      reasons. The term of office of the second class of directors, consisting of
      Jean
      Chalopin and Robert B. Hersov, will expire at the second annual meeting if
      held
      in 2008. The term of office of the third class of directors, consisting of
      David
      Y. Chen, and Richard L. Chang, will expire at the third annual meeting which
      may
      be held in 2009.





**Audit
      Committee**





The
      Board
      does not have a separately designated Audit Committee at this time. Because
      the
      Company will not have any operating activities until it completes a business
      combinations its current financial reporting requirements are relatively
      uncomplicated and straightforward, consisting largely of maintenance of the
      trust account and accounting for expenses of the Company. Therefore, the Board
      determined that it was not necessary to create an Audit Committee. Currently
      the
      Board fulfills the functions of an Audit Committee. Although the directors
      are
      considered financially literate by reason of their education or business
      experience or both, the Board has not formally designated any of the directors
      as an “audit committee financial expert.” Currently, because the Company’s
      securities are traded on the OTC Bulletin Board, there is no listing requirement
      to have either an Audit Committee or an audit committee financial expert. In
      the
      future, likely after completion of a business combination with an operating
      company, the Board will seek to establish an Audit Committee and have an audit
      committee financial expert, and the composition of such committee will either
      be
      entirely or include independent directors.





43




**Nominations
      Committee**





The
      Board
      does not have a separate Nominations Committee. Because the management of the
      Company is among a limited number of persons, the Board believes that any
      communication from its shareholders in respect of a nomination for a director
      will be communicated among all the directors and receive full consideration.
      Shareholders interested in nominating a person for consideration as a nominee
      as
      a director should contact one of the members of the Board. Any such person
      should have experience in financial affairs and merger and acquisition
      experience, particularly in the China and international context. There has
      been
      no change in this policy since inception of the Company.





**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934 requires our officers, directors
      and certain other shareholders to file reports of ownership and changes in
      ownership with the SEC. Officers, directors and certain other shareholders
      are
      required by regulation to furnish us with copies of all Section 16(a) forms
      they
      file. To the our knowledge (based solely upon a review of the Forms 3, 4 and
      5
      filed), during the fiscal year covered by this Annual Report, no individual
      or
      entity was late with any Form 3, 4 or 5 filings.




**Code
      of Ethics**





We
      currently do not have a formal code of ethics, principally because we do not
      have an operating business. Upon consummation of a business combination, we
      intend to adopt a code of ethics that applies to our principal executive
      officer, principal financial officer, principal accounting officer or controller
      or persons performing similar functions.





**Ite** **m
      11. Executive Compensation**





None
      of
      our executive officers has received any cash compensation for services rendered
      during the fiscal year ended December 31, 2007.





Since
      we
      do not currently have an operating business, our officers do not receive any
      compensation for their service to us; and, since we have no other employees,
      we
      do not have any compensation policies, procedures, objectives or programs in
      place. We will adopt appropriate compensation policies, procedures, objectives
      or programs after an acquisition of an operating business.





None
      of
      our directors receive any compensation for acting in their directorial
      positions. The Company does reimburse them for their specific
      expenses.





**Compensation
      Committee Report**




Because
      no compensation is paid to the executive officers, the Board determined that
      there is not need of such a committee or a report thereon.





**Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters**




The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock as of March 20, 2007, by:




44




l
            Each
                person known by us to be the beneficial owner of more than 5% of
                our
                outstanding shares of common stock;





l
            Each
                of our executive officers and directors;
                and





l
            All
                our executive officers and directors as a
                group.


**Name
                  and Address of Beneficial Owner****(1)**
              
              **Amount
                  and**
                **Nature
                  of**
                **Beneficial**
                **Ownership**
              
              **Percent
                  ofClass**Richard
                  L. Chang(2)
                  (3)
              
              
              332,265
              
              
              3.79
              %David
                  Y. Chen(2)
                  (3)
              
              
              332,265
              
              
              3.79Hock
                  Seng Ong(2)
              
              
              110,750
              
              
              1.26Estelle
                  Lau(2)
              
              
              31,170
              
              
              *Kerry
                  Propper(4)
              
              
              300,000
              
              
              3.43Jean
                  Chalopin(2)
                  (3)
              
              
              143,775
              
              
              1.64Robert
                  B. Hersov(2)
                  (3)
              
              
              143,775
              
              
              1.64Level
                  Radar Master Fund, Ltd(5)
              
              
              500,000
              
              
              5.71Level
                  Global Investors, L.P(5)
              
              
              500,000
              
              
              5.71Level
                  Global, L.L.C(5)
              
              
              500,000
              
              
              5.71David
                  Ganek(5)
              
              
              500,000
              
              
              5.71Anthony
                  Chiasson(5)
              
              
              500,000
              
              
              5.71MHR
                  Capital Partners Master Account LP(6)
              
              
              610,259
              
              
              6.97MHR
                  Advisors LLC(6)
              
              
              681,867
              
              
              7.79MHR
                  Fund Management LLC(6)
              
              
              681,867
              
              
              7.79Mark
                  H. Rachesky, M.D(6)
              
              
              681,867
              
              
              7.79Sapling,
                  LLC(7)
              
              
              692,756
              
              
              7.91Fir
                  Tree Recovery Master Fund, L.P.(7)
              
              
              176,378
              
              
              2.01Fir
                  Tree, Inc.(7)
              
              
              869,134
              
              
              9.92QVT
                  Financial LP(8)
              
              
              549,850
              
              
              6.28QVT
                  Financial GP LLC8)
              
              
              549,850
              
              
              6.28QVT
                  Fund LP(8)
              
              
              481,561
              
              
              5.50QVT
                  Associates GP LLC(8)
              
              
              535,181
              
              
              6.11Craig
                  Samuels(9)All
                  directors and executive officers as a group(6
                  individuals)
              
              
              1,094,000
              (2)
              
              12.48
              %







*


Represents
      less than 1%.




(1)  The
      business address of Richard L. Chang , David Y. Chen, Hock Seng Ong, Estelle
      Lau
      , Kerry Propper, Jean Chalopin, Robert B. Hersov, is Level 29, Central Plaza,
      381 Huai Hai Zhong Road, Shanghai 200020, China.




45




(2) Includes
      an option exercised by the Pre-IPO Stockholders to purchase up to 225,000 units,
      at $0.017 per share, one units consists of 1 share of common stock and 2
      warrants. These option is exercisable only if the underwriters exercise the
      over-allotment option and then only to the extent necessary to maintain the
      Pre-IPO Stockholders’ 20% ownership of our initial public offering. On January
      25, 2007, the conditional option became exercisable immediately after the
      underwriter exercised its over-allotment option. It also includes 133,333 units
      that our officers and directors purchased in private placement immediately
      prior
      to the consummation of this offering. One unit consists of 1 share of common
      stock and 2 warrants. Richard L. Chang and David Y. Chen own 332,265 shares
      of
      common stock and 124,530 warrants respectively. Hock Seng Ong owns 110,750
      shares of common stock and 41,500 warrants. Estelle Lau owns 31,170 shares
      of
      common stock and 6,340 warrants. Jean Chalopin and Robert B. Hersov owns 143,775
      shares of common stock and 72,500 warrants.




(3) This
      individual is a director.





(4) Shares
      are owned by Kerry Propper China Media Investment Co., Inc., which is wholly
      owned by Kerry Propper. There are no any warrants owned by Kerry Propper as
      of
      December 31, 2007.





(5) The
      information relating to Level Global Investors, L.P., Level Global, L.L.C.,
      David Ganek and Anthony Chiasson is derived from a Schedule 13G
      dated January 28, 2007, filed by such entities with the Securities and
      Exchange Commission. The address of the principal business office of Level
      Global Investors, L.P., Level Global, L.L.C., David Ganek and Anthony Chiasson
      is 537 Steamboat Road, Suite 400, Greenwich, Connecticut 06830. The address
      of
      the principal business office of Level Radar Master Fund, Ltd. is c/o Citco
      Fund
      Services (Bermuda) Limited, Washington Mall West, 2nd Floor, 7 Reid Street,
      Hamilton HM 11Bermuda. The
      title of class of securitiesthey is units. One
      units
      consists of 1 share of common stock and 2 warrants.  Level
      Global Investors, L.P., Level Global, L.L.C., David Ganek and Anthony Chiasson
      own 500,000 shares of common stock and 1,000,000 warrants respectively. Level
      Global Investors, L.P., Level Global, L.L.C., David Ganek and Anthony Chiasson
      do not directly own Units. Pursuant to an investment management agreement,
      Level
      Global Investors, L.P. shares all voting and investment powers with respect
      to
      the securities held by Level Radar Master Fund, Ltd. Level Global, L.L.C. acts
      as the general partner of Level Global Investors, L.P. David Ganek and Anthony
      Chiasson control Level Global Investors, L.P. and Level Global,
      L.L.C.





(6) The
      information relating to MHR Capital Partners Master Account LP, MHR Advisors
      LLC, MHR Fund Management LLC and Mark H. Rachesky, M.D is derived from a
      Schedule 13G dated January 29, 2007 filed by such entities with the
      Securities and Exchange Commission. The address of the principal business office
      of MHR Capital Partners Master Account LP, MHR Advisors LLC, MHR Fund Management
      LLC and Mark H. Rachesky, M.D is 40 West 57th Street, 24th Floor, New York,
      New
      York, 10019. The title of class of securitiesthey is common stock, par value
      $0.0001. MHR Capital Partners Master Account LP owns 610,259 shares of common
      stock. MHR Advisors LLC, MHR Fund Management LLC and Mark H. Rachesky, M.D
      own
      681,867 shares of common stock respectively.





(7) The
      information relating to Sapling, LLC, Fir Tree Recovery Master Fund, L.P. and
      Fir Tree, Inc.  is
      derived from a Schedule 13G dated February 14, 2008, filed by such entities
      with the Securities and Exchange Commission. The address of the principal
      business office of Sapling, LLC and Fir Tree, Inc. is 505 Fifth Avenue
      23 rd Floor
      New York, New York 10017. The address of the principal business office of Fir
      Tree Recovery Master Fund, L.P. is c/o Admiral Administration Ltd. Admiral
      Financial Center, 5th Floor


90
      Fort
      Street, Box 32021 SMB Grand Cayman, Cayman Islands. The title of class of
      securitiesthey is common stock, par value $0.0001. Sapling, LLC owns 692,756
      shares of common stock. Fir Tree Recovery Master Fund, L.P owns 176,378 shares
      of common stock. Fir Tree, Inc owns 869,134 shares of common stock





(8) The
      information relating to QVT Financial LP, QVT Financial GP LLC, QVT Fund LP
      and
      QVT Associates GP LLC is derived from a Schedule 13G dated February 8,
      2008, filed by such entities with the Securities and Exchange Commission. The
      address of the principal business office of QVT Financial LP, QVT Financial
      GP
      LLC and QVT Associates GP LLC is 1177 Avenue of the Americas, 9th Floor New
      York, New York 10036. The address of the principal business office of QVT Fund
      LP is Walkers SPV, Walkers House Mary Street , George
      Town, Grand Cayman, KY1 9001 Cayman Islands. The title of class of
      securitiesthey is common stock, par value $0.0001. QVT Financial LP and QVT
      Financial GP LLC own 549,850 shares of common stock. QVT Fund LP owns 481,561
      shares of common stock. QVT Associates GP LLC owns 535,181 shares of common
      stock.





46




( 9) ) The
      information relating to Craig Samuels is derived from a Schedule 13G
      dated February 12, 2008, filed by such entities with the Securities and
      Exchange Commission. The business address of Craig Samuels is 13990 Rancho
      Dorado Bend, San Diego, California 92130. The title of class of securitiesthey
      is warrant. Craig Samuels owns 891,500 warrant.




**Item
      13. Certain Relationships and Related Transactions and Director
      Independence**




**Conflicts
      of Interest**





Potential
      investors should be aware of the following potential conflicts of
      interest:





l
            None
                of our officers and directors are required to commit their full time
                to
                our affairs and, accordingly, they will have conflicts of interest
                in
                allocating management time among various business
                activities.





l
            In
                the course of their other business activities, our officers and directors
                may become aware of investment and business opportunities which may
                be
                appropriate for presentation to our company as well as the other
                entities
                with which they are affiliated. They may have conflicts of interest
                in
                determining to which entity a particular business opportunity should
                be
                presented.





l
            We
                may decide to acquire one or more businesses affiliated with one
                of our
                Pre-IPO stockholders. If management selects a company affiliated
                with one
                of our Pre-IPO stockholders as a prospective target business, we
                will
                obtain an opinion from an unaffiliated, independent investment banking
                firm which is a member of the National Association of Securities
                Dealers,
                Inc. with respect to the fair market value of such affiliated
                company.





l
            Our
                officers and directors may in the future become affiliated with entities,
                including other blank check companies, engaged in business activities
                similar to those intended to be conducted by our company. Mr. Chalopin
                intends to be a principal in another blank check company focusing
                on a
                business combination in Europe, and Mr. Hersov is currently a director
                of
                another blank check company whose initial focus will be on acquiring
                a
                target business in the business, marketing, consumer healthcare,
                and
                distribution services industry in the United States. We believe,
                that
                there will not be, with regard to either Mr. Chalopin, or Mr. Hersov
                any
                conflicts regarding the industry or region of focus with such other
                blank
                check companies and us.





l
            Since
                our officers and directors beneficially own shares of our common
                stock
                which will be released from escrow only in certain limited situations
                and
                because they have waived their liquidation distribution rights with
                respect to shares of common stock which they hold, our board may
                have a
                conflict of interest in determining whether a particular target business
                is appropriate to effect a business combination. The personal and
                financial interests of our directors and officers may influence their
                motivation in identifying and selecting a target
                business.





l
            Our
                officers and directors may negotiate to be retained post-business
                combination as a condition to any potential business combination,
                and they
                may look unfavorably upon, or reject a business combination with,
                a
                potential target business whose owners refuse to retain certain of
                our
                officers or directors post-business combination, thereby resulting
                in a
                conflict of interest.





l
            In
                the event management were to make substantial loans to us in excess
                of the
                amount outside the trust fund, they may look unfavorably upon or
                reject a
                business combination with a potential target whose owners refuse
                to re-pay
                such amounts.




47




l
            Our
                officers and directors who purchase common stock in the open market
                will
                be treated in all respects as public stockholders with respect to
                those
                shares. As a result, they will be afforded the same voting rights
                that the
                public stockholders are afforded, except that in the case of a vote
                on our
                initial business combination, they must vote all of their shares,
                either
                for or against a business combination, in accordance with the majority
                of
                the shares voted by the public stockholders (other than our Pre-IPO
                stockholders).





l
            Since
                December 20, 2006, we have been paying and will continue to pay until
                the
                business combination Shine Media Group Limited, an affiliate of David
                Y.
                Chen, the chief executive officer and president and a director of
                the
                Company, an aggregate monthly fee of $10,000 for certain administrative,
                technology and secretarial services, as well as the use of limited
                office
                space in Shanghai. We believe that, based on rent and fee in Shanghai,
                the
                fee charged by Shine Media Group Limited is at least as favorable
                as we
                could have obtained from an unaffiliated third
                party.





In
      general, officers and directors of a corporation incorporated under the laws
      of
      the State of Delaware are required to present business opportunities to a
      corporation if:





l
            The
                corporation could financially undertake the
                opportunity;





l
            The
                opportunity is within the corporation’s line of business;
                and





l
            It
                would not be fair to the corporation and its stockholders for the
                opportunity not to be brought to the attention of the
                corporation.





Accordingly,
      as a result of multiple business affiliations, our officers and directors may
      have similar legal obligations relating to presenting business opportunities
      meeting the above-listed criteria to multiple entities. In addition, conflicts
      of interest may arise when our board evaluates a particular business opportunity
      with respect to the above-listed criteria. We cannot assure you that any of
      the
      above mentioned conflicts will be resolved in our favor.





In
      order
      to minimize potential conflicts of interest which may arise from multiple
      corporate affiliations, each of our officers and each of our current and former
      directors except for Kerry Propper has agreed, until the earlier of a business
      combination, or liquidation to present to us for our consideration, prior to
      presentation to any other entity, any business opportunity which may reasonably
      be required to be presented to us under Delaware law, subject to any fiduciary
      obligations arising from a fiduciary relationship established prior to the
      establishment of a fiduciary relationship with us.





Richard
      L. Chang is the managing partner of Georgian Pine Investments, an investment
      fund focusing on early stage technology companies. Since the companies that
      Georgian Pine invests in are predominantly technology oriented, at the
      preliminary stages of their formation, and Georgian Pine usually invests in
      such
      entities for less than 5% of their beneficial ownership, it is very unlikely
      that there would be a conflict of interest between Georgian Pine and Shine
      Media. In the event a conflict of interest did arise, however, since Mr. Chang
      has a pre-existing relationship with Georgian Pine, it is likely that such
      conflict would be resolved in favor of Georgian Pine.





Jean
      Chalopin is the Chief Representative of Castle Hero Picture Ltd., a subsidiary
      of Beijing Media Plus Consulting Co. Ltd., each of which is involved in
      television and film production and distribution. Although activities competitive
      with those of Shine Media are not currently contemplated by these entities,
      it
      is possible that such entities would engage in competitive activities in the
      future. In the event a conflict of interest did arise, however, since Mr.
      Chalopin has a pre-existing relationship with these entities, it is likely
      that
      such conflict would be resolved in favor of these entities.





48




Kerry
      Propper has certain pre-existing fiduciary and contractual obligations to Jaguar
      Acquisition Corporation. Jaguar Acquisition Corporation is a blank check company
      seeking to acquire a business in any industry. During the preceding two years,
      Mr. Propper had re-existing fiduciary and contractual obligations to Chardan
      North China Acquisition Corp. and Chardan South China Acquisition Corp. which
      were blank check companies that have completed their initial business
      combinations. Mr. Propper continues as a director or HLS Systems International
      Ltd, the successor to Chardan North China Acquisition Corp. and continues his
      fiduciary and contractual obligations to that company.Accordingly, to the extent
      that Mr. Propper identifies business opportunities that may be suitable for
      Jaguar Acquisition Corporation or HLS Systems International Ltd., he will honor
      his pre-existing contractual and fiduciary obligations to these entities.
      Accordingly, he may not present opportunities to us that otherwise may be
      attractive unless such entities have declined to accept such
      opportunities.





In
      connection with the vote required for any business combination, all of our
      Pre-IPO stockholders, including all of our officers and directors, have agreed
      to vote their respective shares of common stock (whenever and however acquired)
      in accordance with the majority of the shares voted by our public stockholders
      (other than our Pre-IPO stockholders). In addition, our Pre-IPO stockholders
      have agreed to waive their respective rights to participate in any liquidation
      of our trust account as part of our plan of dissolution and distribution to
      our
      public stockholders, as well as to vote for any plan of dissolution and
      distribution submitted to our stockholders, occurring upon our failure to
      consummate a business combination, but only with respect to those shares of
      common stock acquired by them prior to our initial public offering and the
      shares included in the units being purchased in the private
      placement.





On
      July
      12, 2005, Jean Chalopin and Kilmer International Investments Limited, an entity
      wholly-owned by of Robert B. Hersov, advanced a total of $170,000 to us to
      cover
      expenses related to our initial public offering. Messrs. Chalopin and
      Hersov are each members of our board of directors. In connection with these
      loans, we issued notes to each of Mr. Chalopin and Kilmer International
      Investments Limited. The notes carried annual interest at 4% and was paid on
      the
      consummation of our initial public offering pursuant to its terms.





On
      August
      9, 2006, Richard Chang and David Y. Chen, directors of our Company and Hock
      S.
      Ong and Estelle Lau, both officers of our Company, advanced to us an aggregate
      of $40,000 to cover additional expenses related to our initial public offering.
      The notes carried an annual interest of 4% and were paid on consummation of
      our
      initial public offering pursuant to its terms.





Kerry
      Propper China Media Investment Co., Inc., an entity wholly owned and controlled
      by Kerry Propper, in connection with our initial public offering agreed with
      Merriman Curhan Ford & Co., the underwriter, to purchase up to 500,000
      warrants in the public marketplace at prices not to exceed $0.40 per warrant
      (an
      aggregate maximum of 1,000,000 warrants at a maximum aggregate purchase price
      of
      $400,000) after
      offering is completed and within the 45 day period beginning 60 days after
      the
      end of the “restricted
      period” under Regulation M. .
      But the
      warrants did not trade below 0.40 within certain period, Kerry Propper did
      not
      purchase any warrants.




All
      ongoing and future transactions between us and any of our officers and directors
      or their respective affiliates, including loans by our officers and directors,
      will be on terms believed by us to be no less favorable than are available
      from
      unaffiliated third parties and such transactions or loans, including any
      forgiveness of loans, will require prior approval in each instance by a majority
      of our uninterested “independent” directors (to the extent we have any) or the
      members of our board who do not have an interest in the transaction, in either
      case who had access, at our expense, to our attorneys or independent legal
      counsel. Moreover, it is our intention to obtain estimates from unaffiliated
      third parties for similar goods or services to ascertain whether such
      transactions with affiliates are on terms that are no less favorable to us
      than
      are otherwise available from such unaffiliated third parties. If a transaction
      with an affiliated third party were found to be on terms less favorable to
      us
      than with an unaffiliated third party, we would not engage in such
      transaction.





On
      July
      12, 2005, we issued an aggregate of 1,500,000 shares of our common stock to
      the
      individuals set forth below for $25,000 in cash, at a purchase price of
      approximately $0.017 per share, as follows:




49




**Name**
            
            **Numberof****Shares**
            
            **Relationship
                to Us******
            ****
            
            
            ****Richard
                L. Chang
            
            142,500
            
            Non-Executive
                Chairman and DirectorDavid
                Y. Chen
            
            723,000
            
            Chief
                Executive Officer and PresidentJean
                Chalopin
            
            148,500
            
            DirectorRobert
                B. Hersov
            
            148,500
            
            DirectorRichard
                L. Chen
            
            277,500
            
            AdvisorSteven
                Chang
            
            7,500
            
            AdvisorThomas
                Doctoroff
            
            7,500
            
            AdvisorCarl
                Meyer
            
            7,500
            
            AdvisorLisa
                Tseng
            
            37,500
            
            Advisor





On
      July
      25, 2005, Mr. David Y. Chen sold an aggregate of 225,000 of his shares for
      $0.017 per share to AFG Trust Assets Ltd., an accredited investor which was
      not
      formed for the purposes of acquiring our securities, in a private transaction
      exempt from the registration requirements of the Securities Act. AFG Trust
      Assets Ltd. is wholly owned by AFG Trust Ltd., which is wholly owned by AFG
      Trust Holdings, all the securities of which are beneficially owned by Yoshie
      Itakura. Mr. Ooi was the Regional Chief Executive Officer of AFG Trust Ltd.
      All
      shares are subject to Securities Act transfer restrictions, and the certificates
      evidencing the shares bear legends to such effect.





On
      April
      27, 2006, our Pre-IPO stockholders
      sold the following shares owned by them to the persons named below for
      approximately $0.017 per share in transactions exempt from registration under
      the Securities Act:





David
      Y.
      Chen sold 138,000 shares to Richard L. Chang


Richard
      L. Chen sold 79,500 shares to Richard L. Chang


Richard
      L. Chen sold 112,500 shares to Hock S. Ong


Richard
      L. Chen sold 15,000 shares to Estelle Lau


Jean
      Chalopin sold 6,000 shares to Hock S. Ong


Robert
      B.
      Hersov sold 1,500 shares to Hock S. Ong


Robert
      B.
      Hersov sold 4,500 shares to Hoe Seong Ooi


Lisa
      Tseng sold 22,500 shares to Hoe Seong Ooi


Richard
      L. Chen sold 48,000 shares to Hoe Seong Ooi


AFG
      Trust
      Assets Ltd. sold 225,000 shares to Hoe Seong Ooi





On
      November 20, 2006, the Pre-IPO stockholders
      listed below sold the indicated shares owned by them to Kerry Propper China
      Media Investment Co., Inc. for approximately $0.017 per share in transactions
      exempt from registration under the Securities Act:





**Name**
            
            **Number
                ofShares**Richard
                L. Chang
            
            
            90,000David
                Y. Chen
            
            
            90,000Hock
                S. Ong
            
            
            30,000Jean
                Chalopin
            
            
            35,000Robert
                B. Hersov
            
            
            35,000Richard
                L. Chen
            
            
            10,625Lisa
                Tseng
            
            
            3,750Carl
                Meyer
            
            
            1,875Steven
                Chang
            
            
            1,875Thomas
                Doctoroff
            
            
            1,875




50




On
      November 28, 2006, the Pre-IPO stockholders
      listed below sold the indicated shares owned by them to Estelle Lau for
      approximately $0.017 per share in transactions exempt from registration under
      the Securities Act:





**Name**
            
            **Number
                ofShares******Richard
                L. Chen
            
            
            2,875Lisa
                Tseng
            
            
            2,250Carl
                Meyer
            
            
            2,625Steven
                Chang
            
            
            2,625Thomas
                Doctoroff
            
            
            2,625





None
      of
      the transferees in the above described transactions (i) had any relationship
      with the transferors in such transactions, (ii) were sold the shares as
      consideration for services provided to us, or (iii) assumed any of our
      obligations or those obligations of the transferors in connection with such
      transaction, except that Hoe Seong Ooi was the Regional Chief Executive Officer
      of AFG Trust. All shares are subject to Securities Act transfer restrictions,
      and the certificate evidencing the shares bear legends to such effect. The
      shares were transferred in connection with a restructuring of
      management.





The
      holders of the majority of the above listed shares will be entitled to make
      up
      to two demands that we register these shares pursuant to an agreement to be
      signed prior to or on the date of our prospectus. The holders of the majority
      of
      these shares may elect to exercise these registration rights at any time after
      the date on which these shares of common stock are released from escrow, which
      is not before three years from the date of our prospectus. In addition, these
      stockholders have certain “piggy-back” registration rights on registration
      statements filed subsequent to the date on which these shares of common stock
      are released from escrow. We will bear the expenses incurred in connection
      with
      the filing of any such registration statements. The warrants sold in the private
      placement were originally issued pursuant to an exemption from the registration
      requirements under the federal securities laws. The holders of those warrants
      may be able to exercise their warrants even if, at the time of exercise, there
      is no current prospectus relating to the common stock issuable upon exercise
      of
      such warrants if such exercise is deemed to be a transaction that is exempt
      from
      the registration requirements under the federal securities laws. The shares
      of
      common stock issued upon such exercise will be restricted shares that will
      be
      eligible for resale only pursuant to an effective registration statement or
      in a
      transaction that is exempt from the registration requirements under the federal
      securities laws.





On
      December 20, 2006, we sold 133,333 units to our officers and directors for
      an
      aggregate purchase price of $800,000, or $6.00 per unit. Each unit will consist
      of one share of common stock and two warrants, each to purchase one share of
      common stock, exercisable at $5.00 per share, as follows:





**Name**
            
            **Number
                ofShares**Jean
                 Chalopin
            
            
            14,900Rob
                Hersov
            
            
            14,900David
                Chen
            
            
            8,265Richard
                Chang
            
            
            8,265Hock
                Ong
            
            
            2,750Estelle
                Lau
            
            
            920AFG
            
            
            83,333Total
            
            
            133,333




51




We
      have
      granted the holders of the private placement units demand and “piggy-back”
registration rights with respect to the 133,333 shares, the 133,333 warrants
      and
      the 133,333 shares underlying the warrants at any time after the consummation
      of
      our initial business combination. The demand registration may be exercised
      by
      the holders of a majority of such units. We will bear the expenses incurred
      in
      connection with the filing of any such registration statements. The securities
      sold in reliance on the exemption from registration contained in Section 4(2)
      of
      the Securities Act as they were sold to a limited number of individuals and
      their status as accredited investors. No discounts or commissions were paid
      in
      connection with this private placement.





In
      order
      to ensure that the common stock purchased by stockholders who existed before
      the
      initial public offering on July 12, 2005 would remain 20% of the total number
      of
      shares outstanding after public offering (not including the shares sold in
      the
      private placement), we issued our Pre-IPO stockholders options to purchase
      such
      additional number of shares as would be necessary to maintain their ownership
      of
      20% of our outstanding shares (excluding the shares purchased in the private
      placement) after the initial public offering in the event the underwriters
      exercise the over-allotment option. The over-allotment was exercised, and the
      options held by the Pre-IPO stockholders were exercised in full, at the stated
      exercise price of $.017 per share. Under those options, we granted the Pre-IPO
      stockholders both demand and “piggy-back” registration rights for the shares of
      common stock they acquired upon exercise of this option.





**Item
      14. Principal Accountant Fees and Services.**




The
      firm
      of Goldstein Golub Kessler LLP (‘‘GGK’’) acted as our principal accountant until
      May 7, 2007. On May 8, 2007, the Board of Directors dismissed GGK as the
      Registrant’s principal accountants.





GGK
      had
      reported on and audited the Registrant’s financial statements for the year ended
      December 31, 2006 and for the periods ended July 18th, 2005; February 28, 2006;
      July 31st, 2006; and October 31st, 2006 as part of the Registrant’s Registration
      Statements Form S-1 submissions; and for the Registrant’s Current Reports on
      Form 8-K filed on January 8th, 2007, subsequent to the Registrant’s Initial
      Public Offering (“IPO”) exercise. None of the audit reports of GGK on the
      financial statements of the Registrant contained any adverse opinion or
      disclaimer of opinion, nor were they qualified or modified as to uncertainty,
      audit scope, or accounting principles.





On
      May
      8th, 2007, the Board of Directors engaged Kabani & Company, Inc ("Kabani")
      with address at 6033 West Century Boulevard, Suite 810, Los Angeles, California
      90045, as the new principal accountant to audit its financial statements,
      effective May 8th, 2007. Kabani, the Registrant's successor auditors, provides
      auditing services for the Registrant , which is a United States company
      according to the United States generally accepted accounting principles.





**Audit
      Fees**





The
      aggregate fees billed by GGK for professional services rendered for the review
      of our quarterly financial statements and audit of our annual financial
      statements for the fiscal year ended December 31, 2006, and for services
      performed in connection with the Company's reports on Form 10Q and Form 10K
      filed in 2006 were approximately $56,000.




The
      aggregate fees billed by Kabani for professional services rendered for the
      review of our quarterly financial statement and audit of our annual financial
      statements for the fiscal year ended December 31, 2007, and for services
      performed in connection with the Company's reports on Form 10Q and Form 10K
      filed in 2007 were approximately $13,500.





52




**Audit
      Related Fees**





Other
      than the fees described under the caption "Audit Fees" above, GGK and Kabani
      did
      not bill any fees for services rendered to us during the fiscal years ended
      December 31, 2007 and 2006, for assurance and related services in connection
      with the audit or review of our financial statements.





**Tax
      Fees**





There
      were no fees billed by GGK and Kabani for professional services rendered during
      the fiscal years ended December 31, 2007 and 2006, for tax compliance, tax
      advice, and tax planning.





**All
      Other Fees**





There
      were no fees billed by GGK and Kabani for other professional services rendered
      during the fiscal years ended December 31, 2007 and 2006.




53




**PART
      IV**




**Item
      15. Exhibits, Financial Statement Schedules**




**(a)** **Financial
      Statements** ****





An
      index
      to Consolidated Financial Statements appears on page F-1.





**(b)** **Exhibits** ****





The
      following Exhibits are filed as part of this report




**Exhibit No.**
            
            Note
            
            **Description**1.1
            
            (1)
            
            Form
                of Underwriting Agreement for Initial Public Offering dated December
                20,
                20063.1
            
            (1)
            
            Fourth
                Amended and Restated Certificate of Incorporation3.2
            
            (1)
            
            By-laws4.1
            
            (1)
            
            Specimen
                Unit Certificate4.2
            
            (1)
            
            Specimen
                Common Stock Certificate4.3
            
            (1)
            
            Specimen
                Warrant Certificate4.4
            
            (1)
            
            Form
                of Warrant Agreement between Continental Stock Transfer & Trust
                Company and the Registrant dated December 20, 20064.5
            
            (1)
            
            Form
                of Unit Purchase Option granted to Representative dated December
                20,
                200610.1
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and David Y. Chen10.2
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Richard L. Chen10.3
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Jean Chalopin10.4
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Richard L. Chang10.5
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Robert Hersov10.6
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Carl Meyer10.7
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Thomas Doctoroff10.8
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Steven Chang10.9
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Lisa Tseng10.10
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Hoe Seong Ooi10.11
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Estelle Lau10.12
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Hock Ong10.13
            
            (1)
            
            Form
                of Investment Management Trust Agreement between Continental Stock
                Transfer & Trust Company and the Registrant to be dated December 20,
                200610.14
            
            (1)
            
            Form
                of Stock Escrow Agreement among the Registrant, Continental Stock
                Transfer
                & Trust Company and the Existing
                Stockholders




54




10.15
            
            (1)
            
            Form
                of Services Agreement with Shine Media Group Limited10.16
            
            (1)
            
            Form
                of Registration Rights Agreement among the Registrant and the Existing
                Stockholders10.17
            
            (1)
            
            Form
                of Placement Unit Agreement among the Registrant and certain officers
                and
                directors of the Registrant10.18
            
            (1)
            
            Option
                Agreement between the Registrant and Each of its Existing
                Stockholders10.19
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and AFG Trust Assets Ltd.10.20
            
            (1)
            
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Kerry Propper and Kerry Propper China Media Investment Co., Inc.10.21
            
            (1)
            
            Form
                of Warrant Purchase Agreement with Kerry Propper China Media Investment
                Co., Inc.16.1
            
            (3)
            
            Letter
                from Goldstein Golub Kessler LLP to the SEC dated May 10, 200731.1
            
            (2)
            
            Certification
                of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200231.2
            
            (2)
            
            Certification
                of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.1
            
            (2)
            
            Certification
                of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            
            (2)
            
            Certification
                of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002





(1)
            Incorporated
                herein by reference to the Registration Statement on Form S-1 (File
                No.333-127093)
                originally filed on August 2, 2005.





(2)
            Filed
                herewith.





(3)
            Incorporated
                herein by reference to the Current Report on Form 8-K filed on May
                11,
                2007, Exhibit 16.1.





**Signatures**




Pursuant
      to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized on the 28 th day of
      March 2008 at Shanghai, Peoples Republic of China.





**Shine
                Media Acquisition Corp.**By:
            /s/
                David Y. Chen**David
                Y. Chen****Chief
                Executive Officer and
                President**




55





Pursuant
      to the requirements of the Securities Act of 1933, this amendment to the
      registration statement has been signed by the following persons in the
      capacities held on the dates indicated.


**Signature**
                
                **Title**
                
                **Date**/s/
                    Richard L. Chang
                
                Non-Executive
                    Chairman and Director
                
                March
                    28, 2008**Richard
                    L. Chang**/s/
                    David Y. Chen
                
                Chief
                    Executive Officer,
                
                March
                    28, 2008**David
                    Y. Chen**
                
                President
                    and Director (principalexecutive
                    officer)/s/
                    Hock S. Ong
                
                Chief
                    Financial Officer (principal
                
                March
                    28, 2008**Hock
                    S. Ong**
                
                financial
                    and accounting officer)/s/
                    Jean Chalopin
                
                Director
                
                March
                    28, 2008**Jean
                    Chalopin**/s/
                    Rober B Hersov
                
                Director
                
                March
                    28, 2008**Robert
                    B. Hersov**




56




**INDEX
      TO FINANCIAL STATEMENTS**




PageReport
                of Independent Registered Public Accounting Firm
            
            F-2Financial
                StatementsBalance
                Sheet as of December 31, 2007 and 2006
            
            F-4Statement
                of Operations for the years ended December 31, 2007, 2006 and 2005
                and for
                the period from inception to December 31, 2007
            
            F-5Statement
                of Cash Flows for the years ended December 31, 2007, 2006 and 2005
                and for
                the period from inception to December 31, 2007
            
            F-6Statement
                of Stockholders’ Equity from inception to December 31,
                2007
            
            F-8Notes
                to Financial Statements as of December 31, 2007
            
            F-9





F-1





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





Board
      of
      Directors and Stockholders of


Shine
        Media Acquisition Corp.




We
      have
      audited the accompanying balance sheet of Shine Media Inc. (a Delaware
      corporation) as of December 31, 2007, and the related consolidated statements
      of
      income, stockholders' deficit, and cash flows for the year ended December 31,
      2007 and for the period from inception (June 24, 2005) till December 31, 2007.
      These financial statements are the responsibility of the Company's management.
      Our responsibility is to express an opinion on these financial statements based
      on our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated 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 consolidated financial statement presentation. We
      believe that our audit provides a reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Shine Media Inc. as of December
      31,
      2007, and the results of their operations, stockholders' equity and their cash
      flows for the year ended December 31, 2007 and for the period from inception
      (June 24, 2005) till December 31, 2007, in conformity with U.S. generally
      accepted accounting principles.




The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. The Company’s fourth amended and
      restated certificate of incorporation provides for mandatory liquidation of
      the
      Company, without stockholder approval, in the event that the Company does not
      consummate a business combination within 18 months from the date of the
      consummation of the Public Offering, or 24 months from the consummation of
      the
      Public Offering if certain extension criteria have been satisfied. The Public
      Offering was consummated on December 27, 2006. The Company has not consummated
      a
      business combination through the date of this report.




*/s/
      Kabani & Company, Inc.*


**Certified
      Public Accountants**





Los
      Angeles, California


March
      01,
      2008




F-2





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and Stockholders


Shine
      Media Acquisition Corp.





We
      have
      audited the accompanying balance sheet of Shine Media Acquisition Corp. (a
      corporation in the development stage), as of December 31, 2006, and the related
      statement of operations, stockholders’ equity, and cash flows for the year ended
      December 31, 2006, and for the period from June 24, 2005 (inception) to December
      31, 2005. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      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. We believe that our audits provide a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Shine Media Acquisition Corp.
      as of
      December 31, 2006, and the results of its operations and its cash flows for
      the
      year ended December 31, 2006, and for the period from June 24, 2005 (inception)
      to December 31, 2005, in conformity with United States generally accepted
      accounting principles.






Goldstein
      Golub Kessler LLP


New
      York,
      New York


April
      12,
      2007




F-3




**SHINE
      MEDIA ACQUISITION CORP.**


(a
      development stage company)


**BALANCE
      SHEET**





**December
                31,**
              **2007**
            
            **December
                31,2006****ASSETS****Current
                assets**Cash
                & cash equivalents
            
            
            550,487
            
            
            773,484Cash
                in trust, restricted
            
            $
            40,334,785
            
            $
            33,931,152Prepaid
            
            
            47,867
            
            
            -Other
                receivable
            
            
            2,952
            
            
            -**Total
                assets**
            
            $
            **40,936,091**
            
            $
            **34,704,636****LIABILITIES
                AND STOCKHOLDERS’ EQUITY****Current
                liabilities**Accrued
                expenses
            
            $
            630,363
            
            $
            138,647Accrued
                offering costs
            
            
            1,087,229
            
            
            1,040,500Due
                to stockholders
            
            
            -
            
            
            54,460Total
                current liabilities
            
            $
            **1,717,592**
            
            $
            **1,233,607**Common
                stock subject to possible redemption-1,379,310 shares at redemption
                value
            
            
            6,182,624
            
            
            6,600,198**Stockholders’
                equity**Preferred
                stock, $.0001 par value, authorized 1,000,000 shares; none
                issued
            
            
            -
            
            
            -Common
                stock, $.0001 par value, authorized 89,000,000 shares; issued and
                outstanding- 7,633,333 shares as at December 31, 2006, and 8,758,333
                shares as at December 31,2007
            
            
            876
            
            
            763Paid-in
                capital in excess of par
            
            
            32,510,155
            
            
            27,012,868Comprehensive
                gain
            
            
            19,390
            
            
            -Retained
                earnings/(Accumulated deficit) during the development
                stage
            
            
            505,454
            
            
            (142,800
            )Total
                stockholders’ equity
            
            
            **33,035,875**
            
            
            **26,870,831****Total
                liabilities and stockholders’ equity**
            
            $
            **40,936,091**
            
            $
            **34,704,636**




*See
      accompanying notes to financial statements*




F-4




**SHINE
      MEDIA ACQUISITION CORP.**


(a
      development stage company)


**STATEMENT
      OF OPERATIONS**





**For
                the****Year
                ended****December
                31,****2007**
            
            **For
                the****Year
                ended****December
                31,****2006**
            
            **For
                the****Period
                from****June 24, 2005(Inception) to**
              **December 31,****2005**
            
            **For
                the****Period
                from****June 24, 2005(Inception) to****December 31,****2007****Operating
                costs****Professional
                fees**
            
            
            (68,099
            )
            
            (34,500
            )
            
            -
            
            
            (102,599
            )**Franchise
                Tax**
            
            
            (63,164
            )
            
            (102,500
            )
            
            -
            
            
            (165,664
            )**Other
                operating costs**
            
            $
            (365,264
            )
            $
            (6,845
            )
            $
            (3,455
            )
            $
            (375,564
            )**Total
                operating costs**
            
            $
            (496,527
            )
            $
            (143,845
            )
            $
            (3,455
            )
            $
            (643,827
            )**Interest
                Income**
            
            
            1,734,516
            
            
            14,182
            
            
            765
            
            
            1,749,463**Interest
                Expense**
            
            
            -
            
            
            (7,243
            )
            
            (3,204
            )
            
            (10,447
            )**Net
                income (loss)**
            
            $
            1,237,989
            
            $
            (136,906
            )
            $
            (5,894
            )
            $
            1095,189**Provision
                for income tax**
            
            
            589,735
            
            
            -
            
            
            -
            
            
            589,735**Net
                income(loss) after tax**
            
            $
            648,254
            
            $
            (136,906
            )
            $
            (5,894
            )
            $
            505,454**Weighted
                average shares outstanding**Basic
            
            
            8,675,114
            
            
            1,567,215
            
            
            1,500,000Diluted
            
            
            22,341,963
            
            
            1,567,215
            
            
            1,500,000**Net
                income (loss) per share**
            
            
            
            
            
            
            
            
            
            
            $**Basic**
            
            $
            0.07
            
            $
            (0.09
            )
            $
            (0.00
            )**Diluted**
            
            $
            0.03
            
            $
            (0.09
            )
            $
            (0.00
            )





*See
      accompanying notes*


*to
      financial statements*




F-5




**SHINE
      MEDIA ACQUISITION CORP.**


(a
      development stage company)


**STATEMENT
      OF CASH FLOWS**





**For
                theYear ended****December31,
                2007**
            
            **For
                the Yearended**
              **December
                31,2006**
            
            **For the periodfromJune 24, 2005(Inception) toDecember 31,2005**
            
            **For the periodfrom****June 24 , 2005(Inception) toDecember 31,2007****Cash
                flows from operating activities**Net
                income (loss)
            
            $
            648,254
            
            $
            (136,906
            )
            $
            (5,894
            )
            $
            (702,723
            )Adjustments
                to reconcile net loss to net cash provided by operating
                activities:Interest
                earned on funds held in trust
            
            
            (1,173,244
            )
            
            (13,652
            )
            
            -
            
            
            (1,186,896
            )Increase
                in:Accrued
                offering expenses
            
            
            (88,272
            )
            
            -
            
            
            -
            
            
            (170,672
            )Other
                receivable
            
            
            (1,631
            )
            
            -
            
            
            -
            
            
            (1,631
            )Deferred
                expenses
            
            
            35,000
            
            
            -
            
            
            -
            
            
            35,000Accrued
                expenses
            
            
            491,717
            
            
            144,243
            
            
            3,204
            
            
            524,295Prepaid
            
            
            (81,236
            )
            
            -
            
            
            -
            
            
            (81,236
            )**Net
                cash used in operating activities**
            
            
            (169,412
            )
            
            (6,315
            )
            
            (2,690
            )
            
            (178,417
            )**Cash
                flows from investing activities**Payment
                to trust account
            
            
            (5,211,000
            )
            
            (33,917,500
            )
            
            -
            
            
            (39,128,500
            )**Net
                cash used in investing activities**
            
            
            (5,211,000
            )
            
            (33,917,500
            )
            
            -
            
            
            (39,128,500
            )**Cash
                flows from financing activities**Proceeds
                from:Notes
                payable, stockholders
            
            
            -
            
            
            40,000
            
            
            170,000
            
            
            210,000Initial
                sale of common stock
            
            
            -
            
            
            -
            
            
            25,000
            
            
            25,000Private
                placement
            
            
            -
            
            
            800,000
            
            
            -
            
            
            800,000Public
                offering
            
            
            -
            
            
            36,000,000
            
            
            -
            
            
            36,000,000Underwriter’s
                option
            
            
            -
            
            
            100
            
            
            -
            
            
            100Underwriter’s
                overallotment
            
            
            5,400,000
            
            
            
            
            
            -
            
            
            5,400,000Management
                option
            
            
            3,825
            
            
            
            
            
            -
            
            
            3,825Increase/(Decrease)
                in due to stockholder
            
            
            (57,410
            )
            
            54,460
            
            
            -
            
            
            (2,950
            )Payment
                of notes payable, stockholders
            
            
            -
            
            
            (210,000
            )
            
            -
            
            
            (210,000
            )Payment
                of interest on notes payable, stockholders
            
            
            -
            
            
            (8,800
            )
            
            -
            
            
            (8,800
            )Payment
                of offering costs
            
            
            (189,000
            )
            
            (2,043,637
            )
            
            (127,134
            )
            
            (2,359,771
            )**Net
                cash provided by financing activities**
            
            
            5,157,415
            
            
            34,632,123
            
            
            67,866
            
            
            39,857,404





F-6





**SHINE
      MEDIA ACQUISITION CORP.**


(a
      development stage company)


**STATEMENT
      OF CASH FLOWS**


**(Continued)**





**For
                theYear ended****December31,
                2007**
            
            **For
                the Yearended****December
                31,2006**
            
            **For the periodfromJune 24, 2005(Inception) toDecember 31,2005**
            
            **For theperiod from****June24 , 2005(Inception) toDecember 31,2007**Net
                increase in cash & cash equivalents
            
            
            (222,997
            )
            
            708,308
            
            
            65,176
            
            
            550,487**Cash
                & cash equivalents**,
                beginning of period
            
            
            773,484
            
            
            65,176
            
            
            -
            
            
            -**Cash
                & cash equivalents**,
                end of period
            
            $
            550,487
            
            $
            773,484
            
            $
            65,176
            
            $
            550,487**Supplemental
                disclosures:**Interest
                paid
            
            $
            -
            
            $
            7,243
            
            $
            3,204
            
            $
            10,447Income
                tax paid
            
            $
            63,164
            
            $
            102,000
            
            $
            -
            
            $
            165,664**Supplemental
                disclosure of non-cash financing activity**Increase
                in accrued offering costs
            
            $
            (135,000
            )
            $
            777,932
            
            $
            262,568
            
            $
            1,004,829





*See
      accompanying notes to financial statements*




F-7




**STATEMENT
      OF STOCKHOLDERS’ EQUITY**


(a
      development stage company)


**SHINE
      MEDIA ACQUISITION CORP.**


**For
                    the Period from June 24, 2005 (Inception) to December 31,
                    2007**DeficitAccumulatedCommon
                  Stock
              
              Additional
                  Paid-In
              
              Comprehensive
              
              During
                  the Development
              
              Stockholders'Shares
              
              Amount
              
              Capital
              
              Gain/loss
              
              Stage
              
              EquityBalance
                  at June 24, 2005 (Inception)Common
                  shares issued at July 12,2005 at $0.02 per share
              
              
              1,500,000
              
              $
              150
              
              $
              24,850
              
              
              -
              
              $
              -
              
              $
              25,000Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,894
              )
              
              (5,894
              )Balance
                  at December 31, 2005
              
              
              1,500,000
              
              
              150
              
              
              24,850
              
              
              -
              
              
              (5,894
              )
              
              19,106Shares
                  issued in private placement
              
              
              133,333
              
              
              13
              
              
              799,985
              
              
              -
              
              
              -
              
              
              800,000Shares
                  issued in public offering, net of offering costs
              
              
              6,000,000
              
              
              600
              
              
              32,788,232
              
              
              -
              
              
              -
              
              
              32,788,829Shares
                  reclassified to "common stock subject to possible
                  redemption"
              
              
              -
              
              
              -
              
              
              (6,600,198
              )
              
              -
              
              
              -
              
              
              (6,600,198
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (136,906
              )
              
              (136,906
              )Balance
                  at December 31, 2006
              
              
              7,633,333
              
              $
              763
              
              $
              27,012,869
              
              
              -
              
              $
              (142,800
              )
              $
              26,870,831Shares
                  issued for underwriter's overallotment
              
              
              900,000
              
              
              90
              
              
              5,210,910
              
              
              -
              
              
              -
              
              
              5,211,000Shares
                  issued for management option
              
              
              225,000
              
              
              23
              
              
              3,803
              
              
              -
              
              
              -
              
              
              3,826Shares
                  reclassified to "common stock (179,910) subject to possible
                  redemption"
              
              
              -
              
              
              -
              
              
              417,574
              
              
              -
              
              
              -
              
              
              417,574Deferred
                  underwriter’s commission
              
              
              -
              
              
              -
              
              
              (135,000
              )
              
              -
              
              
              -
              
              
              (135,000
              )Comprehensive
                  Gain
              
              
              -
              
              
              -
              
              
              -
              
              
              19,390
              
              
              -
              
              
              19,390Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              648,254
              
              
              648,254Balance
                  at December 31,2007
              
              
              8,758,333
              
              
              876
              
              
              32,510,155
              
              
              19,390
              
              
              505,454
              
              
              33,035,875




*See
      accompanying notes to financial statements*




F-8




**NOTES
      TO FINANCIAL STATEMENTS**




**1.
      Organization, proposed business operations and summary of significant accounting
      policies**





*Nature
      of operations*




Shine
      Media Acquisition Corp. (the “Company”) was incorporated in Delaware on June 24,
      2005 as a blank check company formed to acquire, through a merger, capital
      stock
      exchange, asset or stock acquisition or other business combination, an operating
      company in the media and advertising industry in China.




At
      December 31, 2007, the Company had not yet commenced any operations. All
      activity through December 31, 2007 relates to the Company’s search process to
      acquire one or more operating businesses in the media and advertising industry
      with their principal operations and business in China. The Company has selected
      December 31 as its fiscal year-end.





The
      registration statement for the Company’s Public Offering was declared effective
      on December 20, 2006. The Company completed the Private Placement on that date
      and received net proceeds of $800,000. The Company consummated the Public
      Offering on December 27, 2006.




The
      Company’s management has broad discretion with respect to the specific
      application of the net proceeds of the Offering and Private Placement, although
      substantially all of the net proceeds of the Offering and Private Placement
      are
      intended to be generally applied toward consummating a business combination
      with
      one or more operating businesses. As used herein, a “target business” means an
      operating business in the media and advertising industry in China and a
“business combination” shall mean the direct or indirect acquisition by the
      Company of the ownership or control of such a target business or businesses.
      Furthermore, there is no assurance that the Company will be able to successfully
      effect a Business Combination.




On
      December 27, 2006, the closing date of the Public Offering, $33,917,500, which
      amount is approximately 94.2% of the gross proceeds of the Public Offering
      in
      the event of the Company’s liquidation (or $5.65 per unit for each of the public
      stockholders), was placed in a trust account (“Trust Account”) at JPMorgan Chase
      NY Bank, maintained by Continental Stock Transfer & Trust Company acting as
      trustee, and invested until the earlier of (i) the consummation of the Company’s
      first business combination; or (ii) the liquidation of the Company. This amount
      includes $900,000 of underwriting compensation to be paid to the
      underwriters, if and only if, a business combination is consummated. The
      liability for this $900,000 is included on the Company's balance sheet under
      accrued offering costs. The placing of funds in the Trust Account may not
      protect those funds from third party claims against the Company. The remaining
      $600,000 of net proceeds not held in the trust account and up to $600,000 of
      the
      interest earned on the trust account (net of taxes payable on such interest)
      may
      be used to fund our operations for the next 12 months and to consummate a
      business combination.




The
      Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction
      for stockholder approval. In the event that stockholders owning 20% or more
      of
      the Company’s common stock sold in the Public Offering (which excludes, for this
      purpose, those persons who were stockholders prior to the Public Offering,)
      vote
      against the business combination and exercise of their conversion rights, the
      business combination will not be consummated. All of the Company’s stockholders
      prior to the Public Offering, including all of the officers and directors of
      the
      Company (“Existing Stockholders”), have agreed to vote their 1,500,000 founding
      shares of common stock, the 133,333 shares comprising the units in the Private
      Placement and any shares of common stock acquired by them in the aftermarket
      in
      accordance with the vote of the majority in interest of all other stockholders
      of the Company (“Public Stockholders”) with respect to any business
      combination.




F-9




After
      consummation of the Company’s first business combination, all of these voting
      safeguards will no longer be applicable.




With
      respect to the first business combination which is approved and consummated,
      any
      Public Stockholder who voted against the business combination may demand that
      the Company convert his or her shares into cash. The per share conversion price
      will equal the amount in the trust account (“Trust Account”) as of two business
      days prior to the date the proposed business combination is to be consummated
      (net of taxes payable), divided by the number of shares of common stock held
      by
      Public Stockholders at the consummation of the Public Offering. If 20% or more
      of the Public Stockholders elect to convert their shares into cash, then the
      Company will not be permitted to go forward with the business combination.
      Accordingly, Public Stockholders holding 19.99% of the aggregate number of
      shares sold in the Public Offering may convert their shares in the event of
      a
      business combination.





The
      Company’s fourth amended and restated certificate of incorporation provides for
      mandatory liquidation of the Company, without stockholder approval, in the
      event
      that the Company does not consummate a business combination within 18 months
      from the date of the consummation of the Public Offering, or 24 months from
      the
      consummation of the Public Offering if certain extension criteria have been
      satisfied. These liquidation provisions, which are also contained in the
      agreement governing the Trust Account, cannot be amended without the affirmative
      vote of 100% of the Public Stockholders, and the certificate of incorporation
      cannot be amended without the affirmative vote of 95% of the shares sold in
      the
      Public Offering. In the event of liquidation, it is likely that the per share
      value of the residual assets remaining available for distribution (including
      Trust Account assets) will be less than the initial public offering price per
      share in the Public Offering (assuming no value is attributed to the Warrants
      contained in the Units to be offered in the Public Offering discussed in Note
      2.)





*Use
      of Estimates*





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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.





*Cash
      and cash equivalents*





The
      Company considers all highly liquid investments with an original maturity of
      three months or less when purchased to be cash equivalents. Such cash and cash
      equivalents, at times, may exceed federally insured limits. The Company has
      not
      experienced any losses on these accounts.




*Fair
      Value of Financial Instruments*




Statement
      of financial accounting standard No. 107, Disclosures about fair value of
      financial instruments, requires that the Company disclose estimated fair values
      of financial instruments. The carrying amounts reported in the statements of
      financial position for current assets and current liabilities qualifying as
      financial instruments are a reasonable estimate of fair value.




F-10


Stock-Based
        Compensation
  In
        December 2004, the FASB issued SFAS No. 123 (revised 2004), ‘‘Share-Based
        Payment’’ (‘‘SFAS 123R’’), which requires the measurement of all employee
        share-based payments to employees, including grants of employee stock options,
        using a fair-value-based method and the recording of such expense in the
        consolidated statements of operations. In March 2005, the SEC issued Staff
        Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation of
        SFAS 123R and the valuation of share-based payments for public companies.
        The
        Company has adopted SFAS 123R and related FASB Staff Positions (“FSPs”) as
        of January 1, 2006 and will recognize stock-based compensation expense
        using the modified prospective method.




Income
      Taxes




The
      Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the
      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 income taxes are recognized for the
      tax
      consequences in future years of differences between the tax bases of assets
      and
      liabilities and their financial reporting amounts at each period end based
      on
      enacted tax laws and statutory tax rates applicable to the periods in which
      the
      differences are expected to affect taxable income. Valuation allowances are
      established, when necessary, to reduce deferred tax assets to the amount
      expected to be realized.




Basic
      and Diluted Earnings (Loss) Per Share




Earnings
      (loss) per share is calculated in accordance with the Statement of financial
      accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128
      superseded Accounting Principles Board Opinion No.15 (APB 15). Net income (loss)
      per share for all periods presented has been restated to reflect the adoption
      of
      SFAS No. 128. Basic net loss per share is based upon the weighted average number
      of common shares outstanding. Diluted net loss per share is based on the
      assumption that all dilutive convertible shares and stock options were converted
      or exercised. Dilution is computed by applying the treasury stock method. Under
      this method, options and warrants are assumed to be exercised at the beginning
      of the period (or at the time of issuance, if later), and as if funds obtained
      thereby were used to purchase common stock at the average market price during
      the period. Basic and diluted income per share was $0.07 and $0.03, respectively
      for the year ended December 31, 2007. Basic and diluted income per share was
      $(0.09) for the year ended December 31, 2006.




Statement
      of Cash Flows




In
      accordance with SFAS No. 95, “Statement of Cash Flows,” cash flows from the
      Company’s operations is based upon the local currencies. As a result, amounts
      related to assets and liabilities reported on the statement of cash flows will
      not necessarily agree with changes in the corresponding balances on the balance
      sheet.




F-11




Concentration
      of Credit Risk




Financial
      instruments that potentially subject the Company to concentrations of credit
      risk are cash, accounts receivable and other receivables arising from its normal
      business activities. The Company places its cash in what it believes to be
      credit-worthy financial institutions. The Company has a diversified customer
      base. The Company controls credit risk related to accounts receivable through
      credit approvals, credit limits and monitoring procedures. The Company routinely
      assesses the financial strength of its customers and, based upon factors
      surrounding the credit risk, establishes an allowance, if required, for
      uncollectible accounts and, as a consequence, believes that its accounts
      receivable credit risk exposure beyond such allowance is limited.




*Recently
      issued accounting pronouncements*





In
      September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (“GAAP”), and expands disclosures about
      fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. This Statement is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. Management is currently
      evaluating the effect of this pronouncement on the financial
      statements.





In
      September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
      Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
      88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
      employer to recognize the over funded or under funded status of a defined
      benefit postretirement plan (other than a multiemployer plan) as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through comprehensive
      income of a business entity or changes in unrestricted net assets of a
      not-for-profit organization. This Statement also improves financial reporting
      by
      requiring an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. An
      employer with publicly traded equity securities is required to initially
      recognize the funded status of a defined benefit postretirement plan and to
      provide the required disclosures as of the end of the fiscal year ending after
      December 15, 2006. An employer without publicly traded equity securities is
      required to recognize the funded status of a defined benefit postretirement
      plan
      and to provide the required disclosures as of the end of the fiscal year ending
      after June 15, 2007. However, an employer without publicly traded equity
      securities is required to disclose the following information in the notes to
      financial statements for a fiscal year ending after December 15, 2006, but
      before June 16, 2007, unless it has applied the recognition provisions of this
      Statement in preparing those financial statements:





1. A
      brief description of the provisions of this Statement


2. The
      date that adoption is required


3. The
      date the employer plans to adopt the recognition provisions of this Statement,
      if earlier.





The
      requirement to measure plan assets and benefit obligations as of the date of
      the
      employer’s fiscal year-end statement of financial position is effective for
      fiscal years ending after December 15, 2008. Management is currently evaluating
      the effect of this pronouncement on the financial statements.





In
      February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
      years beginning after November 15, 2007. Early adoption is permitted subject
      to
      specific requirements outlined in the new statement. Therefore, calendar-year
      companies may be able to adopt FAS 159 for their first quarter 2007 financial
      statements. The new statement allows entities to choose, at specified election
      dates, to measure eligible financial assets and liabilities at fair value that
      are not otherwise required to be measured at fair value. If a company elects
      the
      fair value option for an eligible item, changes in that item's fair value in
      subsequent reporting periods must be recognized in current earnings. FAS 159
      also establishes presentation and disclosure requirements designed to draw
      comparison between entities that elect different measurement attributes for
      similar assets and liabilities. Management is currently evaluating the effect
      of
      this pronouncement on the financial statements.





F-12




In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements”. This Statement amends ARB 51 to establish
      accounting and reporting standards for the noncontrolling (minority) interest
      in
      a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. SFAS No. 160 is effective for the Company’s fiscal year
      beginning October 1, 2009. Management is currently evaluating the effect of
      this
      pronouncement on financial statements.





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
      Statement replaces SFAS No. 141, Business Combinations. This Statement retains
      the fundamental requirements in Statement 141 that the acquisition method of
      accounting (which Statement 141 called the purchase method) be used for all
      business combinations and for an acquirer to be identified for each business
      combination. This Statement also establishes principles and requirements for
      how
      the acquirer: a) recognizes and measures in its financial statements the
      identifiable assets acquired, the liabilities assumed, and any noncontrolling
      interest in the acquiree; b) recognizes and measures the goodwill acquired
      in
      the business combination or a gain from a bargain purchase and c) determines
      what information to disclose to enable users of the financial statements to
      evaluate the nature and financial effects of the business combination. SFAS
      No.
      141(R) will apply prospectively to business combinations for which the
      acquisition date is on or after Company’s fiscal year beginning October 1, 2009.
      While the Company has not yet evaluated this statement for the impact, if any,
      that SFAS No. 141(R) will have on its consolidated financial statements, the
      Company will be required to expense costs related to any acquisitions after
      September 30, 2009.





**2.** **** **Offering
      and Private Placement**





On
      December 20, 2006, the Company’s officers and directors purchased, individually
      or through entities controlled by them, an aggregate of 133,333 units in the
      Private Placement at $6.00 per unit for an aggregate of $800,000.





On
      December 27, 2006, the Company consummated its Public Offering by selling
      6,000,000 Units at a price of $6.00 per Unit to the public. Each Unit consists
      of one share of the Company’s common stock, $.0001 par value, and two Redeemable
      Common Stock Purchase Warrants (“Warrants”). Each Warrant will entitle the
      holder to purchase from the Company one share of common stock at an exercise
      price of $5.00 commencing the later of the completion of a business combination
      with a target business or December 20, 2007 and expiring December 20, 2010.
      An
      additional 900,000 units may be issued on exercise of a 45-day option granted
      to
      the underwriters to cover any over-allotments. After the Warrants become
      exercisable, the Warrants will be redeemable by the Company at a price of $.01
      per Warrant upon 30 days notice, but only in the event that the last sale price
      of the common stock is at least $8.50 per share for any 20 trading days within
      a
      30 trading day period ending on the third day before the Company sends the
      notice of redemption.





On
      January 25, 2007, the Company consummated the sale of 900,000 units pursuant
      to
      the exercise of the over-allotment option the Company granted to the
      underwriters of the Company’s initial public offering. The units were sold at an
      offering price of $6.00 per unit, generating aggregate gross proceeds of
      $5,400,000. After deducting the underwriting discounts and commissions,
      $5,211,000 was deposited into the trust account, which includes $135,000 of
      deferred underwriting compensation that will be paid to underwriters if a
      business combination is consummated.





F-13




All
      of
      the Company’s stockholders prior to the Public Offering waived their right to
      liquidation distributions with respect to the shares of common stock owned
      by
      them prior to the Public Offering, including the shares of common stock included
      in the units sold in the private placement. Accordingly, in the event of a
      liquidation, the amount in the Trust Account will be distributed to the holders
      of the shares sold in the Public Offering.





**3.
      Cash in trust**





On
      December 20 and December 27, 2006, the Company consummated the Private Placement
      and Public Offering of 133,333 units and 6,000,000 units, respectively. The
      net
      proceeds to us from the Public Offering and the Private Placement were
      $33,617,500, in
      addition, we obtained $900,000 of deferred underwriting compensation that will
      be paid to underwriters if a business combination is consummated . Of
      this amount, $600,000 was released to us to be used to provide for business,
      legal and accounting due diligence on prospective business combinations and
      continuing operating expenses, and the remaining balance of $33,917,500 was
      deposited into a Trust Account.





On
      January 25, 2007, the Company consummated the sale of 900,000 units pursuant
      to
      the exercise by the underwriters of the over-allotment option the Company
      granted to the underwriters in the Company’s Public Offering. After deducting
      the underwriting discounts and commissions, $5,211,000 was deposited into the
      Trust Account.





On
      December 28, 2006, the Company purchased $34,766,000 of a US Treasury Bill
      (T-Bill) which was due on June 28, 2007 which paid interest at an annualized
      interest rate of 4.83%. The total cost was $33,917,089. On January 25, 2007,
      $5,211,000 was used to purchase the same US T-Bill which paid interest at an
      annualized interest rate of 4.91%. On June 28, 2007, the balance of trust
      account was $40,089,063 which includes interest income from the US T-Bills
      that
      matured on June 28, 2007. On June 28, 2007, the Company withdrew $600,000 from
      the trust account for business, legal and accounting due diligence expenses
      on
      prospective business combinations and continuing operating expenses. After
      deducting $600,000 for working capital, $39,488,432 was reinvested for 3 months
      US T-Bill at an annualized interest rate of 4.60%. On September 28, 2007, the
      Company reinvested $39,953,218 to purchase 3 months US T-Bill at an annualized
      interest rate of 3.67%. On December 28, 2007, the Company reinvested
      $40,314,411.17 to purchase 3 months US T-Bill at an annualized interest rate
      of
      3.22%.





As
      of
      December 31, 2007, there was $40,334,785 in the trust account.




**4.
      Prepaid**





In
      January 2007, the Company signed a Directors and Officers liability insurance
      contract which covers 18 months from December 20, 2006 to June 20, 2008. The
      total value of the contract is $105,000 and was paid in full in January 2007.
      This expense must be amortized within 18 months. As of December 31, 2007, the
      net balance is $35,000.





The
      Company prepaid $10,000 to its printer to cover the costs of SEC fillings and
      printing expenses related to the SEC fillings. As of December 31, 2007, the
      balance is $7,703.





The
      Company also prepaid $5,164 to the CEO and president as traveling and
      accommodation expenses.





F-14




**5.
      Notes Payable, Stockholders**




On
      July
      12, 2005, the Company issued unsecured promissory notes to a member of its
      board
      of directors and an entity wholly-owned by another member of its board of
      directors, and totaling $170,000. On August 9, 2006, the Company issued
      unsecured promissory notes to members of its board of directors and its
      management team totaling $40,000. Each of the notes had an interest rate of
      4%
      per annum. The notes were fully repaid with the proceeds of the Offering and
      Private Placement. The accrued interest payable as at December 20, 2006, was
      $10,447, of which $8,800 was paid to holders of the notes. The outstanding
      balance of interest of $1,647 was paid on March. There were no outstanding
      promissory notes at December 31, 2007.





**6.
      Accrued expenses**





As
      of
      December 31, 2007, accrued expenses included audit fees of $8,532, legal fees
      of
      $19,060, traveling expense of $9,147 stock agent fee of $3,890 and provision
      for
      income tax of $589,735.





**7.
      Due to Stockholders**





On
      and
      before December 31, 2006, the board of directors and its management team
      advanced the Company $54,460 to fund the costs of the Public Offering. These
      advances bear no interest and have no definitive repayment terms. The company
      paid off all amounts due as of December 31, 2007.




**8.
      Stockholders’ Equity**




In
      connection with the Public Offering, the Company paid an underwriting discount
      of 3.5% of the gross offering proceeds and a nonaccountable expense allowance
      of
      1.0% the gross offering proceeds, to the underwriters at the closing of the
      Public Offering. The underwriters have agreed to defer additional underwriting
      fees (inclusive of interest, net of taxes payable) equal to 2.5% of the gross
      proceeds of the offering, or approximately $900,000 (assuming no exercise of
      the
      over-allotment option), until the consummation of the initial business
      combination. On January 25, 2007, the Company consummated the sale of 900,000
      units pursuant to the exercise of the over-allotment option the Company granted
      to the underwriters of the Company’s initial public offering. The underwriters
      also agreed to deposit $135,000 of deferred underwriting compensation into
      the
      trust account. Upon the consummation of the initial business combination, the
      Company will pay such deferred fees held in trust at JPMorgan Chase NY Bank,
      maintained by Continental Stock Transfer & Trust Company acting as trustee,
      and that amount will not be available for use to acquire an operating business.
      In the event that a business combination is not consummated within the required
      time period, that amount will be included in the distribution to the public
      stockholders of the proceeds held in trust.





On
      December 27, 2006, the Company sold to Merriman Curhan Ford & Co., the
      representative of the underwriters, for $100, a previously granted option to
      purchase up to a total of 360,000 units. This option is exercisable at $7.50
      per
      unit commencing on the later of the consummation of a business combination
      and
      one year from the date of our prospectus and expiring 4 years from the date
      of
      our prospectus. This option also contains a cashless exercise feature that
      allows the holder or holders of the option to receive units on a net exercise
      basis. The units issuable upon exercise of this option are identical to those
      offered by our prospectus except that the warrants included in the option have
      an exercise price of $6.25 (125% of the exercise price of the warrants included
      in the units sold in the offering). The option and the 360,000 units, the
      360,000 shares of common stock and the 720,000 warrants underlying such units,
      and the 720,000 shares of common stock underlying such warrants, have been
      deemed compensation by the National Association of Securities Dealers (“NASD”)
      and are therefore subject to lock-up under Rule 2710(g)(1) of the NASD Conduct
      Rules, pursuant to which the option may not be sold, transferred, assigned,
      pledged or hypothecated for a period of 180 days following the date of our
      prospectus. However, the option may be transferred to any underwriter and
      selected dealer participating in the offering and their bona fide officers
      or
      partners.




F-15




The
      Company accounts for the fair value of the option, inclusive of the receipt
      of
      the $100 cash payment, as an expense of the offering resulting in a charge
      directly to stockholders’ equity and a credit to paid-in capital, and,
      accordingly, there will be no net impact on its financial position or results
      of
      operations, except for recording the receipt of the $100 payment at the time
      of
      the sale of the option. The Company estimates that the fair value of this option
      is $452,921 using the Black-Scholes option-pricing model. The fair value of
      the
      option is estimated using the following assumptions: (1) expected volatility
      of
      28.0% (2) a risk-free interest rate of 4.92%, and (3) a contractual life of
      four
      years. However, because the units do not have a trading history, the expected
      volatility is based on information currently available to management. The
      expected volatility was derived by analyzing the volatility over a four-year
      period for the stock prices of selected companies listed in the USX China Index,
      a modified market capitalization average index comprised of U.S. exchange listed
      securities of companies which derive a majority of their revenues within China
      and taking the simple average of such volatilities. The selected companies
      used
      to calculate volatility are China Finance Online Co. Ltd. (JTJC), Hurray!
      Holding Co. Ltd. (HRAY), Kongzhong Corporation (KONG), Linktone Ltd. (LTON)
      and
      Ninetowns DigitalWorld Trade Holdings (NINE). The entire USX China Index was
      not
      used because many of the companies included in this index have market
      capitalizations much larger than that of a target business that we would
      acquire, and are therefore not accurate examples for purposes of estimating
      volatility. The assumption of a contractual life of four years is based on
      the
      maximum term during which the option may be exercisable, and during which the
      option may be sold, assigned, pledged or hypothecated, other than to any
      underwriter and selected dealer participating in the offering and their bona
      fide officers or partners. Although an expected life of four years was used
      in
      the calculation of the fair value of the option, if the Company does not
      consummate a business combination within the prescribed time period and we
      liquidate, the option will become worthless.




On
      April
      27, 2006 the Company granted options to its founding shareholders and directors
      to maintain their ownership of 20% of our outstanding shares (including the
      shares purchased in the private placement) after the Public Offering in the
      event that the underwriter exercised their over allotment option. Such options
      had an exercise price of $0.017 per share and vested upon the exercise of the
      over-allotment options given to the underwriter in the Public Offering. On
      January 25, 2007, the over-allotment option was fully exercised by the
      underwriters. Thereafter, our Pre-IPO Stockholders elected to fully exercise
      their options. The Company issued 225,000 shares of our common stock to those
      Pre-IPO Stockholders and received net proceeds of $3,825.





As
      of
      December 31, 2007, the Company authorized 89,000,000 shares of common stock,
      par
      value $0.0001 per share. Number of shares issued and outstanding was 8,758,333.
      Number of warrants issued and outstanding was 9,619,091.





**9.
      Preferred Stock**





The
      Company is authorized to issue 1,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences, as may be determined
      from
      time to time by the Board of Directors.




**10.
      Commitments**




Subsequent
      to December 20, 2006, effective day of our initial public offering, the Company
      has agreed to pay to Shine Media Group Limited, an affiliate of the Company’s
      Chief Executive Officer and President, an aggregate of $10,000 a month for
      24
      months for office space in Shanghai as well as certain administrative,
      technology and secretarial services expenses.





**11.
      Common stock reserved for issuance**




At
      December 31, 2007, 15,146,666 shares of common stock were reserved for issuance
      upon exercise of options and warrants.




**12.
      Income taxes**




The
      Company is governed by the Income Tax Laws of the PRC. Interest income in the
      United States of America is subject to the Federal & State tax laws of the
      country for income tax purposes.




F-16




Pursuant
        to the PRC Income Tax Laws, the Enterprise Income Tax (“EIT”) is at a statutory
        rate of 33%, which is comprises of 30% national income tax and 3% local income
        tax. However, since the Company has no revenues and only expenses, it has
        net
        operating losses in PRC. The Company has not recorded any deferred tax asset
        as
        it believes that it is more likely than not that these net accumulated operating
        losses will not be utilized in the future.


The
      following is a reconciliation of income tax expense:





12/31/2007
            
            U.S.
            
            State
            
            International
            
            TotalCurrent
            
            $
            589,735
            
            $
            0
            
            $
            0
            
            $
            589,735Deferred
            
            
            -
            
            
            -
            
            
            -
            
            
            -Total
            
            $
            589,735
            
            $
            0
            
            $
            0
            
            $
            589,735




12/31/2006
            
            U.S.
            
            State
            
            International
            
            TotalCurrent
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0Deferred
            
            
            -
            
            
            -
            
            
            -
            
            
            -Total
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0





Reconciliation
      of the differences between the statutory U.S. Federal income tax rate and the
      effective rate is as follows:





12/31/2007
            
            12/31/2006US
                statutory tax rate
            
            
            34
            %
            
            34
            %PRC
                income tax
            
            
            0
            %
            
            0
            %Effective
                rate
            
            
            34
            %
            
            34
            %





F-17