**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C.  20549**




**FORM
      10-K/A**




**(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, 2006**




**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.





Indicate
      the number of shares outstanding of each of the Registrant's classes of common
      stock, as of the latest practicable date:




Common
      Stock: par value of $ 0.0001; 8,758,333 shares issued and outstanding on March
      20, 2007.




**Documents
      Incorporated by Reference:** none




2




**TABLE
      OF CONTENTS**




**Page****PART
                I**Item
                1.
            Business
            
            4Item
                1A.
            Risk
                Factors
            
            20Item
                1B.
            Unresolved
                Staff Comments
            
            36Item
                2.
            Properties
            
            36Item
                3.
            Legal
                Proceedings
            
            36Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            36**PART
                II**Item
                5.
            Market
                for Registrant’s Common Equity and Related Stockholder Matters and Issuer
                Purchases of Equity
            
            36Item
                6.
            Selected
                Financial Data
            
            40Item
                7.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operation
            
            41Item
                7A.
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            43Item
                8.
            Financial
                Statements and Supplementary Data
            
            43Item
                9.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            43Item
                9A.
            Controls
                and Procedures
            
            44Item
                9B.
            Other
                Information
            
            44**PART
                III**Item
                10.
            Directors,
                Executive Officers and Corporate Governance
            
            44Item
                11.
            Executive
                Compensation
            
            48Item
                12.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            51Item
                13.
            Certain
                Relationships and Related Transactions, and Director
                Independence
            
            53Item
                14.
            Principal
                Accountant Fees and Services.
            
            59**PART
                IV**Item
                15.
            Exhibits,
                Financial Statement Schedules
            
            60INDEX
                TO FINANCIAL STATEMENTS
            
            F-1




3




**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 the media and advertising industry with their
      principal operations and business in China.





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 consists 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 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 $33,017,500 was deposited
      into
      a trust account, to be used by us only in connection with a business
      combination. In addition, $900,000 of deferred underwriting compensation that
      will be paid to underwriters if a business combination is consummated was also
      deposited into the trust account. As of December 31, 2006, $33,917,500 was
      in
      the trust account. On January 25, 2007, we 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 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.





Prior
      to
      our 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 our outstanding shares (excluding the shares purchased
      in the private placement) after the offering in the event the underwriters
      exercise the over-allotment option. Such options were exercisable at $.017
      per
      share. On January 25, 2007, when 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 our initial public offering, these options were
      fully
      exercised, and we issued 225,000 shares of our common stock to certain of
      Pre-IPO Stockholders.





**The
      media and advertising industry in China**





We
      believe the media and advertising industry in China is one of the fastest
      growing in the world and presents numerous opportunities for consolidation
      and
      growth. According to ZenithOptimedia’s March 2006 Advertising Expenditure
      Forecasts, the advertising sector of the media and advertising industry in
      China
      is the largest in Asia excluding Japan, and is expected to grow at a compound
      annual growth rate that exceeds the rest of Asia, the United States and Europe.
      In addition, we believe China’s hosting of the Olympic Games in Beijing in 2008
      and the International World Exposition in Shanghai in 2010 will benefit its
      advertising industry. In light of China’s growing number of consumers with
      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.





4


The
      media
      and advertising industry in China is broadly divided into four general
      segments:





· *Advertising
      companies.* There
      are two types of advertising companies in China: advertising agencies and
      advertising sales companies. Advertising agencies create and manage advertising
      campaigns for their clients. Advertising sales companies sell advertising air
      time and space on behalf of content-oriented media companies to either
      advertising agencies or advertisers. Advertising sales companies often have
      established creative, marketing and sales teams and assist the content-oriented
      media companies with developing marketing and networking strategies, branding,
      production, licensing and distribution.





· *Display-oriented
      media companies.* These
      companies are primarily focused on displaying or airing advertising, and include
      out-of-home advertising networks located in office buildings, elevators and
      other public places, billboards, bus-stop displays and other outdoor advertising
      media.





· *Internet
      content and services companies.* These
      companies provide information, search engines, maps or other tools to users
      and
      may generate revenues from advertising.





· *Content-oriented
      media companies.* These
      companies provide information and content to consumers and include media such
      as
      television, radio, newspapers and magazines. These companies are generally
      state-owned, and private and foreign ownership is prohibited.





We
      intend
      to acquire direct or indirect ownership or control of one or more target
      businesses in the media and advertising industry in China. Our initial focus
      will be on acquiring advertising sales companies as we believe that this type
      of
      advertising company is likely to have the largest number of potentially
      attractive acquisition candidates. If we are unable to find advertising sales
      companies that present us with attractive acquisition opportunities, we will
      consider opportunities with other companies in the advertising company and
      display-oriented media company segments of the media and advertising industry,
      as permitted by Chinese regulations. Subject to compliance with applicable
      regulations, a foreign entity may directly own Chinese advertising companies
      and
      display-oriented media companies.





Regulations
      in China currently permit foreign entities to own 100% of companies in the
      advertising industry in China, provided these foreign entities (rather than
      their directors and/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 are a recently organized
      company that does not currently operate an advertising business and as such
      do
      not currently qualify under these Chinese regulations. Therefore, we intend
      to
      either acquire ownership of one or more Chinese companies in the advertising
      industry through a foreign entity that we have acquired majority ownership
      of
      (which could, but would not necessarily be, a company organized under the laws
      of the United States) having the required years of advertising experience
      outside of China, which would concurrently acquire an equity interest in one
      or
      more target businesses, or acquire control of one or more Chinese companies
      in
      the media and advertising industry through contractual arrangements with
      licensed companies operating in China and their owners. We intend to acquire
      a
      foreign entity with operations only in the media and advertising industry.
      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 permitted by PRC laws and regulations.
      Our concurrent acquisition of a foreign entity with the requisite advertising
      experience and one or more Chinese companies in the advertising industry would
      satisfy the requirements under Chinese law and enable us to operate in the
      advertising industry in China.





5


Our
      executive officers and directors have experience in investments, financing,
      acquisitions and operations in the media and advertising industry. 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
      industry experience of our executive officers and directors, including their
      relationships and contacts, to drive our efforts in identifying one or more
      target businesses in the media and advertising industry in China with which
      we
      can consummate a business combination.





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.





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**


We
      intend
      to acquire direct or indirect ownership or control of an operating business
      in
      China that is in the media and advertising industry. The media and advertising
      industry in China is governed by 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”.





6


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.





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.





7


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.





*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.





8


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.





**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.





9


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.





**Alternative
      Structures to Comply With Regulations in the Media and Advertising
      Industry**





Due
      to
      the regulations in China discussed under the subheading of this section entitled
      “Regulations on Advertising Industry—Regulations on foreign investment in
      advertising industry,” we intend to acquire either ownership or control of one
      or more Chinese advertising businesses through a foreign entity having the
      requisite years of advertising experience outside of China which we would cause
      to concurrently acquire one or more Chinese advertising businesses, or by
      entering into contractual arrangements with a Chinese media or advertising
      business.





***Concurrent
      Acquisition of Foreign and Chinese Advertising
      Businesses***





We
      may
      acquire a foreign entity that has the requisite years of advertising experience
      outside of China, which we would cause to concurrently acquire one or more
      Chinese advertising businesses. According to current regulations in China,
      foreign entities (rather than their directors or management) must have two
      years
      of direct operations experience in the advertising industry when establishing
      a
      joint venture advertising company with a Chinese partner and must have three
      years of experience when establishing a wholly foreign owned advertising
      company. In addition, these foreign entities must be reputable and in good
      standing in their jurisdiction of incorporation. We believe numerous foreign
      entities are available that satisfy these regulations and can be acquired by
      us
      at a cost that will not materially affect our ability to concurrently complete
      a
      business combination with one or more advertising businesses in China. However,
      if the cost of acquiring a foreign entity, including due diligence and other
      expenses related to an acquisition, is materially greater than we expect, we
      may
      not have sufficient funds available to complete our acquisition of one or more
      Chinese advertising businesses. We may also face logistical difficulties when
      attempting to coordinate the concurrent purchase of a foreign entity and one
      or
      more Chinese advertising companies.





***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 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:




10


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


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


l
            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:




l
            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


l
            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:




l
            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


l
            A
                call option agreement, pursuant to
                which:


l
            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;


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


l
            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


l
            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:





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


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





11


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.





**Effecting
      a business combination**





We
      are
      not presently engaged in, and we will not engage in, any substantive commercial
      business for an indefinite period of time until we enter into a business
      combination. To date, we have not selected any target business with which to
      seek a business combination. Our officers and directors are currently engaged
      in
      discussions on our behalf with representatives of other companies regarding
      the
      possibility of a business combination with us.





***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. Neither
      we,
      nor any of our officers, directors or stockholders, has had any discussion
      with
      any affiliate of our officers, directors or stockholders, regarding a possible
      business combination between us and any potential target business.





12


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 will customarily
      be
      tied to the consummation of a business combination (and would be in the case
      of
      an unsolicited proposal) and we may pay fees whether or not a business
      combination is consummated. The fees to be paid to such persons will be a
      percentage of the fair market value of the transaction. 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 trust.  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 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 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 the media and advertising industry
      in
      China. In evaluating a prospective target business (other than a business we
      may
      acquire to satisfy Chinese regulations regarding direct operational experience
      in the advertising industry outside of China), our management will conduct
      the
      necessary business, legal and accounting due diligence on such target business
      and will consider, among other factors, the following:





l
            Financial
                condition and results of operation;


l
            Growth
                potential;


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


l
            Capital
                requirements;


l
            Competitive
                position;


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


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


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


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


l
            Regulatory
                environment of the industry; and


l
            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 intend
      to
      conduct an extensive 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 ,
      or any
      of their respective affiliates, for services rendered to or in connection with
      a
      business combination.





13


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***





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.





***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:





l
            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





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





14


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 by June 27, 2008, or by December 27, 2008
      if
      the extension criteria (as described herein ) 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
      third
      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 third 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. 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.





15




If
      we are
      unable to consummate a business combination and expend all of our funds outside
      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.




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 third amended and restated certificate of
      incorporation, if we do not complete a business combination by June 27, 2008,
      or
      by December 27, 2008 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 acquired prior to our initial public 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.




16


If
      we
      enter into either a letter of intent, an agreement in principle or a definitive
      agreement to complete a business combination prior to June 27, 2008, 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 by December 27, 2008,
      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 our public stockholders 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.




Because
      we are a blank check company, rather than an operating company, and our
      operations are 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
      expect
      that all costs associated with the implementation and completion of our plan
      of
      dissolution and distribution, which we currently estimate to be approximately
      $50,000 to $75,000, will be funded by any funds not held in our trust account,
      although we cannot assure you that there will be sufficient funds for such
      purpose.




17


We
      currently believe that any plan of dissolution and distribution would proceed
      in
      the following manner:




l
            our
                board of directors will, consistent with its obligations described
                in our
                third 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 directors’s recommendation
                of such plan;





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




l
            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




l
            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 third
      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 December 27, 2008 (assuming
      that the period in which we need to consummate a business combination has been
      extended, as provided in our third amended and restated certificate of
      incorporation), the proxy statement related to such a business combination
      will
      also seek stockholder approval for our board of directors’s 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 December
      27, 2008, 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.





**Competition**





In
      identifying, evaluating and selecting a target business, we may encounter
      intense 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:





18


l
            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;




l
            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;




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





l
            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,
      intense 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
      only 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 of a business
      combination. We do not intend to have any full time employees prior to the
      consummation of a business combination.





**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.





19


We
      will
      be required to comply with the internal control requirements of the
      Sarbanes-Oxley Act for the fiscal year ending December 31, 2007. A target
      business may not be in compliance with the provisions of the Sarbanes-Oxley
      Act
      regarding adequacy of their 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, which is to
      acquire one or more operating businesses in the media and advertising industry
      with their principal operations and business in China. 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.




**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.




20


**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.




**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 and President, 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.




21




**The
      procedures we must follow under Delaware law and our third 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 third 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.




**Since
      we have not selected any target businesses with which to complete a business
      combination, investors would not be able 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 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 than
      a
      direct investment, if an opportunity were available, in any target business.




22


**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 only
      $600,000 was initially available to us outside the trust account to fund our
      working capital requirements. Accordingly, we are dependent upon sufficient
      interest being earned on the proceeds held in the trust account to provide
      us
      with the additional working capital we will 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.




**Because
      there are numerous companies with a business plan similar to ours seeking to
      effectuate a business combination, it may be more difficult for us to do
      so.**




Since
      August 2003 through February 2007, based upon publicly available information,
      approximately 87 similarly structured blank check companies have completed
      initial public offerings and numerous others have filed registration statements.
      Of these companies, only 23 companies have consummated a business combination,
      while 21 other companies have announced they have entered into a definitive
      agreement for a business combination, but have not consummated such business
      combination. While, like us, some of those companies have specific industries
      in
      which they must complete a business combination, a number of them may consummate
      a business combination in any industry they choose. In addition, there are
      2
      blank check companies seeking a business combination in the media or advertising
      industry in China and 13 blank check companies (companies which have completed
      their initial public offering) seeking a business combination in China that
      are
      not restricted to a particular industry. We may therefore be subject to
      competition from these and other companies seeking to consummate a business
      plan
      similar to ours, which, as a result, will increase demand for privately-held
      companies to combine with companies structured similarly to ours. We cannot
      assure you that we will be able to successfully compete for an attractive
      business combination. Additionally, because of this competition, we cannot
      assure you that we will be able to effectuate a business combination within
      the
      required time periods. If we are unable to find a suitable target business
      within such time periods, we will be forced to dissolve and
      liquidate.




23




**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 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
      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:




l
            May
                significantly reduce the equity interest of current
                investors;


l
            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


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




Similarly,
      the incurrence of debt:


l
            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;


l
            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;


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


l
            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.




24


**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 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 directors, our chief executive officer, president,
        and chief financial officer 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.




25


**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. For a complete
      discussion of our management’s business affiliations and the potential conflicts
      of interest of which you should be aware, see the sections entitled “Directors,
      Executive Officers and Corporate Governance -Directors
      and Executive Officers” and “Certain Relationships and Related Transactions and
      Director Independence—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 upon the liquidation
      of the trust account if we fail to complete a business combination.
      Additionally, Kerry Propper China Media Investment Co., Inc., an entity wholly
      owned and controlled by Kerry Propper, has agreed with the representative of
      the
      underwriters that, within the 45 day period beginning 60 days after the end
      of
      the “restricted period” under Regulation M, it or its affiliates or designees
      will place bids for and, if such bids are accepted, purchase up to 500,000
      warrants in the open market at prices not to exceed $0.40 per warrant, provided
      separate trading of the warrants has commenced. These warrants, like 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) 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.




26


**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. 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 that the net proceeds of our initial public offering , the private
      placement and exercise of the over-allotment option by the underwriters, 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, the private placement and exercise of the over-allotment option
      by the underwriters 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.




27


**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 2,124,999 shares of common stock (which amount
      includes 266,666 shares of our common stock issuable upon exercise of
      outstanding warrants and the exercise of the Pre-IPO
      Stockholders’ options
      of 225,000 common stock) 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 sponsored and operated by the National
      Association of Securities Dealers, Inc., or NASD, not included in the Nasdaq
      Stock Market. Quotation of our securities on the OTC Bulletin Board 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. 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:




l
            Restrictions
                on the nature of our investments;
                and


l
            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:




l
            Registration
                as an investment company;


l
            Adoption
                of a specific form of corporate structure;
                and


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




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.




28


**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.**




Under
      the
      policies of NASAA, 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,
      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.




**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.




29


**Instead
      of acquiring one or more Chinese media and advertising companies through a
      foreign entity, we may attempt to obtain control of Chinese companies in the
      media and advertising industry 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 media or advertising,
      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 in
      the
      media and advertising industry holding the licenses required to engage in the
      media or advertising business. For a description of the general nature of the
      contractual arrangements we may make in connection with such method of business
      combination, see the section entitled “Proposed Business—Alternative Structures
      to Comply With Regulations on Media and Advertising Industry—Contractual
      Arrangements.” 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 media or advertising
      business do not comply with government restrictions on foreign investment in
      media or advertising 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:




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


l
            Discontinue
                or restrict our target business’
operations;


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


l
            Levy
                fines;


l
            Require
                us to restructure the relevant ownership structure;
                or


l
            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.




**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, 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 the media and advertising industry holding the licenses
      required to engage in the media or advertising business and its shareholders.
      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.




30


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.




**If
      existing laws and regulations in China or the way they are interpreted change,
      we may not be able to acquire an advertising business in China by concurrently
      acquiring a foreign entity with the requisite advertising experience, or by
      entering into contractual arrangements to obtain control of one or more Chinese
      companies in the media and advertising industry, and we may not be able to
      consummate a business combination within the required time frame, in which
      case
      we would be forced to liquidate.**




There
      are
      substantial uncertainties regarding the interpretation, application and future
      direction of existing laws and regulations related to foreign investment in
      the
      media and advertising industry in China. If the current laws and regulations
      in
      China change, we may not be able to acquire an advertising business in China
      by
      concurrently acquiring a foreign entity with the requisite advertising
      experience or enter into contractual arrangements with companies in China that
      would hold the required licenses to operate a media or advertising company.
      We
      cannot assure you that we would be able to establish an alternative corporate
      structure that would allow us to consummate a business combination. If we fail
      to consummate a business combination within the required time frame, we will
      be
      forced to liquidate our assets, and the per-share liquidation price will be
      less
      than $6.00 per share due to the expenses of the offering, our general and
      administrative expenses and the anticipated costs of seeking a business
      combination. If we are forced to liquidate, there will also be no distribution
      with respect to our outstanding warrants, and the warrants will expire with
      no
      value.




31


**Any
      contractual arrangements we may enter into with a Chinese media or advertising
      company in which we do not have a direct ownership interest would subject us
      to
      an additional layer of taxation, and may be subject to scrutiny by the Chinese
      tax authorities.**




If
      we
      acquire a Chinese media or advertising company by entering into contractual
      arrangements with it and having our nominees serve as its shareholders, under
      current Chinese tax laws the revenue of the Chinese advertising company will
      be
      subject to business tax when it is earned by such company and again when such
      revenue is paid to us or our subsidiaries. This dual layer of taxation could
      result in us receiving less after-tax revenue than if we acquired a direct
      ownership interest in a Chinese media or advertising company, which structure
      would likely be subject to only a single layer of business tax. In addition,
      we
      could face material and adverse tax consequences if the Chinese tax authorities
      determine that our contracts with any affiliated Chinese media or advertising
      company that we control were not entered into based on arm’s length
      negotiations.





**Risks
      Associated With Our Industry and With Doing Business in
      China**




**Media
      and advertising spending in China is particularly sensitive to changes in
      economic conditions and advertising trends making it harder to assess whether
      any company we acquire will be profitable.**




In
      China,
      demand for advertising time slots, and resulting advertising spending by
      clients, is particularly sensitive to changes in general economic conditions.
      Advertisers may reduce the money they spend to advertise for a number of
      reasons, including:




l
            A
                general decline in economic conditions;
                and


l
            A
                decision to shift advertising expenditures to other available advertising
                media.




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, and with it, demand for advertising media and advertising
      services. However, the growth of the Chinese economy has been uneven across
      geographic regions and economic sectors. 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, there
      may be less demand for media and advertising spending. A decrease in demand
      for
      advertising media in general and for any advertising services in particular
      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 become
      profitable.




**After
      a business combination, we may be subject to, and may expend significant
      resources defending against, government actions and civil suits in China based
      on the content and services we provide.**




Advertising
      laws and regulations in China require advertisers, advertising operators and
      advertising distributors to ensure that the content of the advertisements they
      prepare or distribute are fair and accurate and are in full compliance with
      applicable law. Violation of these laws or regulations may result in penalties,
      including fines, confiscation of advertising fees, orders to cease dissemination
      of the advertisements and orders to publish an advertisement correcting the
      misleading information. In circumstances involving serious violations, the
      Chinese government may order a violator to cease its advertising business
      operations.




32


After
      a
      business combination, we will most likely be obligated under Chinese laws and
      regulations to monitor any advertising content we may produce or any network
      we
      may operate for compliance with applicable law. In general, Chinese laws require
      regulated companies to independently review and verify their advertisements
      for
      content compliance before displaying the advertisements. In terms of general
      advertisements, regulated companies are obligated to confirm that the
      advertisers have obtained operating qualifications, proof of quality inspection
      of the advertising products, and other documents certifying the truthfulness
      of
      the contents of the advertisements. However, with respect to advertisements
      for
      certain types of products or services, such as medicine, medical apparatus,
      pesticides or veterinary medicine, we would be required to submit such
      advertisements to the government for their approval, as well as the documents
      required for general advertisements to regulated companies for confirmation.
      We
      cannot assure you that each advertisement any potential advertising client
      or
      agency may provide to us and which a media company may broadcast or publish
      in
      China will be in compliance with relevant Chinese advertising laws and
      regulations or that the supporting documentation and government approvals
      provided to us by any potential advertising clients in connection with certain
      advertising content will be complete and accurate. Any violations of applicable
      Chinese advertising laws and regulations may affect our reputation and ability
      to generate revenues and may subject us to fines by Chinese governmental
      authorities as well as civil actions.




**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. However, relevant Chinese government
      authorities are currently considering adopting new regulations influencing
      various aspects of the media and advertising industry and we cannot predict
      the
      timing and effects of any new regulations. Because laws and regulations
      governing the media and advertising industry in China change frequently and
      because we do not know in which segment of the media and advertising 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. Changes in laws and
      regulations governing the segments of the media and advertising industry in
      China that we plan to target, or otherwise affecting the media and advertising
      industry in China may materially and adversely affect our ability to consummate
      a business transaction with a target business or, assuming we are able to
      consummate a business combination, may materially and adversely affect our
      results of operations, business or prospects.




33


**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:




l
            Economic
                structure;


l
            Level
                of government involvement in the
                economy;


l
            Level
                of development;


l
            Level
                of capital reinvestment;


l
            Control
                of foreign exchange; and


l
            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.




**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.




34


**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.




**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.




35




**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, Shine Media Group
      Limited, an affiliate of David Y. Chen, chief executive officer and president,
      is paid $10,000 per month to provide office space and certain administrative,
      technology and secretarial services.





**Item
      3. Legal Proceedings**




To
      the
      knowledge of management, there is no litigation currently pending or
      contemplated against us or any of our officers or directors in their capacity
      as
      such.





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




None.






**PART
      II**




**Item
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      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. 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 for the period from December 21, 2006
      through March 31, 2007 and the Company’s Common Stock and Warrants for the
      period from February 23, 2006 through March 31, 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
            UnitsBY
                QUARTER ENDED
            HIGH
            LOW
            HIGH
            LOW
            HIGH
            LOWDecember
                31, 2006
            -
            -
            -
            -
            6.15
            6.05March
                31, 2007
            5.47
            5.25
            0.50
            0.43
            6.32
            5.91




**Holders**





On
      December 31, 2006, the total number of holders of record was 14.





36


**Dividends**





We
      did
      not pay any cash dividends on our common stock for fiscal year ended on December
      31, 2006 and have no current intention to do so for the foreseeable
      future.





**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.




Such
      shares were issued on July 12, 2005 in connection with our organization for
      total consideration of $25,000 paid by our directors, who directed that some
      of
      the shares be issued to company advisors. 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, by virtue of the
      small amount of consideration and limited number of individuals involved and
      transfer restrictions on the share certificates.





**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
            
            7,500ThomasDoctoroff
            
            7,500Carl
                Meyer
            
            7,500Lisa
                Tseng
            
            37,500





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. At the time, Mr. Ooi , who is one of our directors, was the Regional
      Chief Executive Officer of AFG Trust Ltd.





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 to the persons named below 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
      S.
      Hersov sold 1,500 shares to Hock S. Ong


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


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


Lisa
      Tseng sold 22,500 shares to Hoe Seong Ooi


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





37


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
                of Shares******
            ****
            ****
            
            ****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





On
      November 20, 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
                of Shares******
            ****
            ****
            
            ****Richard
                L. Chen
            
            2,875Lisa
                Tseng
            
            2,250Carl
                Meyer
            
            2,625Steven
                Chang
            
            2,625Thomas
                Doctoroff
            
            2,625





All
      such
      transfers were exempt from registration pursuant to Sections 4(1) and 4(2)
      of
      the Securities Act, due to the limited number of individuals involved, their
      status as accredited investors and transfer restrictions on the share
      certificates. 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.





AFG
      Trust
      Assets Limited, a subsidiary of AFG Trust, of which Mr. Ooi was the Regional
      Chief Executive Officer, is the beneficial owner of the shares held by Mr.
      Ooi,
      which Mr. Ooi holds as trustee. Mr. Ooi is obligated to vote these shares in
      accordance with the instructions of AFG Trust. AFG Trust is controlled by Yoshie
      Itakura, who has voting and investment control of our securities.





All
      of
      the above shares are subject to Securities Act transfer restrictions, and the
      certificates evidencing the shares bear legends to such effect. The shares
      were
      transferred in connection with a restructuring of management.





38


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 was
      $0.017 per share. In connection with the exercise of the over-allotment option
      the Company granted to the underwriters of the Company’s initial public
      offering, on January 25, 2007, our Pre-IPO stockholders exercised this option
      and we issued 225,000 shares of our common stock to them. Such securities 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 the grant
      of
      the option or its exercise.





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
                of**
              **Shares**JeanChalopin
            
            14,900Rob
                Hersov
            
            14,900David
                Chen
            
            8,265Richard
                Chang
            
            8,265Hock
                Ong
            
            2,750Estelle
                Lau
            
            920AFGTrust Assets Ltd
            
            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.




**Repurchases
      of Equity Securities by the Issuer and Affiliated Purchasers**





None.




**Use
      of proceeds**





On
      December 20, 2006, in a private placement, 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 consists of one share of common stock and two warrants, each to
      purchase one share of common stock, exercisable at $5.00 per share. The
      securities sold in reliance on the exemption from registration contained in
      Section 4(2) of the Securities Act since they had sold to a limited number
      of
      individuals and their status as accredited investors. No discounts or
      commissions have been or will be paid in connection with this private
      placement.





On
      December 27, 2006, we consummated our initial public offering of 6,000,000
      units. Each unit consists of one share of common stock and two warrants. Each
      warrant entitles the holder to purchase from us one share of our common stock
      at
      an exercise price of $5.00. The units were sold at an offering price of $6.00
      per unit, generating total gross proceeds of $36,000,000. The securities sold
      in
      the offering were registered under the Securities Act of 1933 on a registration
      statement on Form S-1. We incurred $2,160,000 in underwriting discounts and
      commissions and $ 1,022,500 of
      expenses related to the public offering. Additionally, we fully repaid $210,000
      of loans, and $10,447 of accrued interest on such loan, made to us by our
      officers and directors prior to our initial public offering.





39


$33,917,500,
      of net proceeds received by us from initial public offering and the private
      placement was placed in a trust account at JPMorgan Chase NY Bank, maintained
      by
      Continental Stock Transfer & Trust Company acting as trustee. The proceeds
      held in trust will not be released from the trust account (except as described
      below) until the earlier of the completion of a business combination or our
      liquidation. The proceeds held in the trust account (except as described below)
      may be used as consideration to pay the sellers of a target business or target
      businesses with which we ultimately complete a business combination. Any amounts
      not paid as consideration to the sellers of a target business or target
      businesses may be used to finance operations of such target business or target
      businesses or to repay expenses incurred in excess of the amounts not held
      in
      the trust account. Additionally, the proceeds held in the trust account will
      be
      used to pay the underwriters’ deferred compensation equal to 2.5% of the gross
      proceeds of the initial public offering, or $900,000, upon the consummation
      of
      our initial business combination. In the event that we do not consummate a
      business combination within the time limits described in the prospectus as
      we
      filed, all proceeds held in trust will be included in the liquidation
      distribution to our public stockholders.





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 24 months and
      to
      consummate a business combination. Interest earned on this trust account and
      not
      released to us will be held in the trust account for use in completing a
      business combination, released to investors upon exercise of their conversion
      rights or upon liquidation or, in the case of up to $75,000 of interest, net
      of
      taxes payable, earned on the underwriters’ deferred compensation (less the
      portion of such funds paid to our public stockholders upon exercise of their
      conversion rights), in the event we consummate a business combination.





On
      January 25, 2007, we 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 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.





As
      of
      January 25, 2007, there was approximately $39,128,500 in the trust
      account.




**Item
      6. Selected Financial Data**




**Selected
      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.”




40





**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, 2006****Statement
                of Operations Data:**Total
                operating costs
            $
            (143,845)
            (3,455)
            (147,300)Interest
                income
            $
            14,182
            765
            14,947Interest
                expense
            $
            (7,243)
            (3,204)
            (10,447)Net
                loss
            $
            (136,906)
            (5,894)
            (142,800)Net
                loss per share
            $
            0.09
            0.00
            (0.09)








**December
                31, 2006**
            **December
                31, 2005****Balance
                Sheet Data:**Cash
            $
            773,484
            65,176Cash
                in trust
            $
            33,931,152
            -Total
                assets
            $
            34,704,636
            454,878Common
                stock subject to possible redemption-1,199,400 shares at redemption
                value
            $
            6,600,198
            -Total
                stockholders’ equity
            $
            26,870,831
            19,106




**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.




**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 the media and advertising industry with their
      principal operations and business in China. Under the current regulatory
      environment in China, the primary investment opportunities in this industry
      available to non-Chinese companies like ours are in the advertising sector.
      In
      the event that changing regulations permit, we may consider making an
      acquisition in other sectors of the media and advertising industry in
      China.





**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.





41


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.





**Results
      of Operations for the Year Ended December 31, 2006**




The
      Company reported franchise
      income of
      $ 14,182
      and incurred a net loss of $136,906 for the year ended December 31, 2006.





The
      Company’s trust account earned interest of $14,182 on the net proceeds of
      $33,917,500 that was deposited into the trust account for the year ended
      December 31, 2006. Until the Company enters into a business combination, it
      will
      not generate operating revenues.





During
      the year ended December 31, 2006, we incurred $34,500 of professional fees,
      $7,243 of interest expenses and other operating costs amounting to $6,845.
      The
      Company also provided for $102,500 in franchise taxes.





The
      professional fees of $34,500 for the year ended December 31, 2006 does not
      include offering costs of $581,472, consisting of an audit fee of $25,000 and
      legal fees of $556,472.





Interest
      expenses of $7,243 related to interest earned on outstanding promissory notes.
      All outstanding notes and interest due on such notes was repaid from the net
      proceeds of the offering not deposited into the trust account.





Other
      operating expenses of $6,845 during the period consisted primarily of expenses
      related to office operations.





The
      Delaware franchise tax expense of $102,500 for the year ended December 31,
      2006
      was accrued and is payable to the state of Delaware.




**Liquidity
      and Capital Resources**




Our
      net
      proceeds from the private placement, and the sale of the units in the initial
      public offering and from the exercise of the over-allotment option by the
      underwriters was $38,693,500; after deducting offering expenses of approximately
      $3,506,500 which included: a $360,000 non-accountable expense allowance we
      paid
      to Merriman Curhan Ford & Co, and $662,500 of other expenses related to the
      initial public offering; $2,484,000 of aggregate underwriting discounts from
      the
      initial public offering and over-allotment exercise. As of March 31, 2007,
      the
      amount held in trust was approximately $39,584,698 which includes the deferred
      underwriting compensation of $1,035,000. Of our net proceeds, $39,128,500 was
      deposited into the trust account and the remaining approximately $600,000 was
      not held in the trust account. We will use substantially all of the net proceeds
      of our initial public offering 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. The funds available to us outside
      of
      the trust account, together with interest income of up to $600,000 on the trust
      account that may be released to us for working capital purposes, will be
      sufficient to allow us to operate for at least the next 24 months. 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.




42


We
      are
      obligated, commencing on December 20, 2006, the effective date of our
      prospectus, to pay to Shine Media Group Limited, an affiliate of David Y. Chen,
      our chief executive officer and president, an aggregate monthly fee of $10,000
      for certain administrative, technology and secretarial services, as well as
      the
      use of certain limited 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 a 4%
      annual interest on the earlier of the consummation of the offering. These notes
      and the accrued interest thereon were repaid out of the proceeds of our initial
      public offering. On August 9, 2006, Richard Chang, David Y. Chen, an
      officer and director and Hock S. Ong and Estelle Lau, each one of our officers,
      advanced to us an aggregate of $40,000 to cover additional expenses related
      to
      our initial public offering. These notes and the accrued interest thereon were
      repaid out of the proceeds of our initial public offering.





We
      have
      agreed to sell to Merriman Curhan Ford & Co., the representative of the
      underwriters, for $100, an option to purchase up to a total of 360,000 units.
      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). This option will also contain 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.




**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. However, as discussed above, We maintain our
      executive office at Level 29, Central Plaza, 381 Huai Hai Zhong Road, Shanghai
      200020, China. Pursuant to a letter agreement, Shine Media Group Limited, an
      affiliate of David Y. Chen, chief executive officer and president, is paid
      $10,000 per month to provide office space and certain administrative, technology
      and secretarial services.




**Item
      7A** **Quantitative
      and Qualitative Disclosures About Market Risk**





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. The net proceeds of our initial public offering held in the trust
      account have been invested only in china media market.




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




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




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




None.




43


**Item
      9A. Controls and Procedures**




An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      December 31, 2006 was made under the supervision and with the participation
      of
      our management, including our chief executive officer and chief financial
      officer. Based on that evaluation, they concluded that our disclosure controls
      and procedures are effective as of the end of the period covered by this report
      to ensure that information required to be disclosed by us in reports that we
      file or submit under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms. During the period covered by this Annual
      Report on Form 10-K, there has been no change in our internal control over
      financial reporting that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.





**Compliance
      with Section 404 of the Sarbanes-Oxley Act of 2002**





Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act), beginning with
      our
      Annual Report on Form 10-K for the fiscal year ending December 31, 2007, we
      will
      be required to furnish a report by our management on our internal control over
      financial reporting. This report will contain, among other matters, an
      assessment of the effectiveness of our internal control over financial reporting
      as of the end of our fiscal year, including a statement as to whether or not
      our
      internal control over financial reporting is effective. This assessment must
      include disclosure of any material weaknesses in our internal control over
      financial reporting identified by management. If we identify one or more
      material weaknesses in our internal control over financial reporting, we will
      be
      unable to assert our internal control over financial reporting is effective.
      This report will also contain a statement that our independent registered public
      accountants have issued an attestation report on management's assessment of
      such
      internal controls and conclusion on the operating effectiveness of those
      controls.





Management
      acknowledges its responsibility for internal controls over financial reporting
      and seeks to continually improve those controls. We believe the system and
      process documentation and evaluation needed to comply with Section 404 which
      will begin in 2007 for documenting, evaluating and monitoring our internal
      control over financial reporting is consistent with the objectives of Section
      404 of the Act.





**Item
      9B. Other Information**




None.






**PART
      III**




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




**Directors
      and Executive Officers**





Our
      current directors and executive officers are as follows:





44


**Name**
            
            **Age**
            
            **Position**Richard
                L. Chang
            
            35
            
            Non-Executive
                Chairman and DirectorDavid
                Y. Chen
            
            38
            
            Chief
                Executive Officer and President and DirectorHock
                S. Ong
            
            38
            
            Chief
                Financial Officer and Chief Operating OfficerEstelle
                Lau
            
            42
            
            General
                Counsel, Vice President of Investor Relations and
                SecretaryKerry
                Propper
            
            32
            
            Executive
                Vice President of Mergers and AcquisitionsHoe
                Seong Ooi
            
            55
            
            DirectorJean
                Chalopin
            
            55
            
            DirectorRobert
                B. Hersov
            
            45
            
            Director





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


***Richard
        L. Chang*** has been
        our Chairman since April 2006, Non executive Chairman since December 2006,
        and a
        member of our board of directors since our inception. Since February 2006,
        Mr.
        Chang has been the Managing Partner of Georgian Pine Investments, an investment
        fund focusing on emerging growth companies in China. 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, where he launched the Primarius China Fund.
        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 two venture capital funds ($500 Million
        Spinnaker Crossover Fund and the $400 Million Bowman Capital Private Equity
        Fund
        II). Beginning in May 2001 Mr. Chang was based out of Taiwan, where he oversaw
        Bowman’s public investing activities. 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 December 1998 to March 1999, Mr. Chang served
        as Chief Financial Officer for SuperTV, Sony’s Taiwanese Cable Channel. 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 a member of the
        Pacific Council on International Policy and is on the board of advisors of
        several investment funds: Gobi Partners (Digital media venture fund partnered
        with Sierra Ventures), Infotech Pacific Ventures (Venture Capital Affiliate
        of
        China’s MII (Ministry of Information Industry), Primarius Capital China, and
        Persistent Edge Management (Asian Hedge Fund of Funds). 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 company engages in aircraft
      leasing and financing, and direct investment to corporations in China. Since
      June 2006, Mr. Chen has been the Chairman of Sancon Resources Recovery Inc,
      an
      industrial waste management company, in which Fintel Group is an investor,
      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., a business development and investment holding company
      specializing in supply chain distribution of information technology products
      in
      China 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 based communication and videoconferencing
      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 with offices in Asia and the United States. From October 1995 to July
      1999, Mr. Chen was the Marketing Manager initially, and then was the Marketing
      Director for CNN Asia Pacific and later was promoted to be the advertising
      director for Greater China at Turner Broadcasting International Inc. Mr. Chen
      holds a Bachelor of Economics from Monash University of Australia.





***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.





45


***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 has been the chief financial officer, secretary and a member of the
      board of directors of Chardan North China Acquisition Corp. (and he is currently
      an officer and director of Chardan North’s wholly owned non-operating subsidiary
      HLS Systems International Ltd.) and has been the chief executive officer,
      secretary and a member of the board of directors of Chardan South China
      Acquisition Corp., since their inception in March 2005. Chardan North China
      Acquisition Corp. and Chardan South China Acquisition Corp. are blank check
      companies seeking to acquire an operating business north and south,
      respectively, of the Yangtze River in the People’s Republic of China. 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.





***Hoe
        Seong Ooi*** has been
        a member of our board of directors since April 2006. Mr. Ooi was the regional
        CEO (Asia) of AFG Trust, a boutique regional financial institution dedicated
        to
        private client wealth management and corporate finance from March 2004 until
        Dececember 2006. From May 2002 to March 2004, Mr. Ooi was the Managing Director
        of Red Pagoda, a Sino-foreign joint venture tobacco company. From April 1992
        to
        April 2001, Mr. Ooi was the Managing Director of British American Tobacco
        China
        Limited (BAT) and became its Chairman in 1999. From December 1990 to January
        1992, Mr. Ooi was Assistant Vice President of the Pepsi-Cola U.S. Southwest
        region and from February 1992 to March 1992 was Managing Director of Pepsi-Cola,
        Thailand. Mr. Ooi holds a Bachelor of Science (Applied Chemistry) Degree
        from
        the University of Singapore.


***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.





46


***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.





**Board
      of Directors**





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. The term
      of
      office of the first class of directors, consisting of Hoe Seong Ooi, will expire
      at our first annual meeting of stockholders. 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. 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.





**Involvement
      in certain legal proceedings**





No
      bankruptcy petition has been filed by or against any business of which such
      person was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that time.





No
      director has been convicted in a criminal proceeding and is not subject to
      a
      pending criminal proceeding (excluding traffic violations and other minor
      offenses).





No
      director has been subject to any order, judgment, or decree, not subsequently
      reversed, suspended or vacated, of any court of competent jurisdiction,
      permanently or temporarily enjoining, barring, suspending or otherwise limiting
      his involvement in any type of business, securities or banking
      activities.





No
      director has been found by a court of competent jurisdiction (in a civil
      action), the Commission or the Commodity Futures Trading Commission to have
      violated a federal or state securities or commodities law, that has not been
      reversed, suspended, or vacated.





47


**Audit
      committee**





The
      Board
      of Directors has not determined whether anyone on the Board is an “audit
      committee financial expert,” as such term is defined by SEC rules. Since the
      Board does not have a separately designated audit committee and we will not
      have
      any operating activities until such time as the Company enters into a business
      combination, our Board of Directors did not feel it was necessary to determine
      if anyone on our Board of Directors was an audit committee financial expert.
      Our
      Board of Directors will make a determination if there is an audit committee
      financial expert on its Board of Directors after a business combination with
      a
      target business is consummated.




**Changes
      to Security Holder Recommendation Procedures for Nominees to Board of
      Directors**





None.





**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 best of 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. 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.





**Compensation
      Committee Interlocks and Insider Participation**





During
      the last fiscal year, no officer and employee of Shine, and no former officer
      of
      Shine, during the last completed fiscal year, participated in deliberations
      of
      Shine’s Board of Directors concerning executive officer
      compensation.




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





None
      of
      our executive officers has received any cash compensation for services rendered.
      However, commencing on December 20, 2006, through the acquisition of a target
      business, we will pay Shine Media Group Limited, an affiliate of David Y. Chen,
      chief executive officer and president, an aggregate fee of $10,000 per month
      for
      providing us with certain administrative, technology and secretarial services,
      as well as the use of limited office space in Shanghai. However, this
      arrangement is solely for our benefit and is not intended to provide this
      individual compensation in lieu of a salary. None of our other executive
      officers or directors has a relationship with or interest in Shine Media Group
      Limited. Other than this $10,000 per month fee, and an option to purchase a
      number of shares of our common stock as would maintain the respective ownership
      percentages of the Pre-IPO
      Stockholders in the
      event that the underwriters’ over-allotment option was exercised, no
      compensation of any kind, including finder’s and consulting fees, will be paid
      directly or indirectly by any person or entity (including entities that are
      affiliated with our officers and directors, including Georgian Pine Investments)
      to any of our Pre-IPO
      Stockholders ,
      our
      officers or directors, or any of their respective affiliates, for services
      rendered prior to or in connection with a business combination. However, our Pre-IPO
      Stockholders will be
      reimbursed for any out-of-pocket expenses incurred in connection with activities
      on our behalf such as identifying potential target businesses and performing
      due
      diligence on suitable business combinations. After a business combination,
      such
      individuals may be paid consulting, management or other fees with any and all
      amounts being fully disclosed to stockholders, to the extent then known, in
      the
      proxy solicitation materials furnished to the stockholders. There is no limit
      on
      the amount of these out-of-pocket expenses and there will be no review of the
      reasonableness of the expenses by anyone other than our board of directors,
      which includes persons who may seek reimbursement, or a court of competent
      jurisdiction if such reimbursement is challenged.





48


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 a merger with a target business is consummated and our
      management team has had the opportunity to fully understand the operations
      of
      the business.







Summary
      Compensation Table




*SUMMARY
                COMPENSATION TABLE***Name
                and principal position**
            **Year**
            **Salary**
              **($)**
            **Bonus**
              **($)**
            **Stock
                awards**
              **($)**
            **Option
                awards**
              **($)**
            **Non-equity**
              **incentive
                plan compensation**
              **($)**
            **Change
                in pension value and nonqualified deferred compensation
                earnings**
              **($)**
            **All
                other compensation**
              **($)**
            **Total**
              **($)**David
                Y Chen
              CEO
            2006
            -
            -
            -
            295,920
            -
            -
            -
            295,920Hock
                S. Ong CFO
            2006
            -
            -
            -
            98,640
            -
            -
            -
            98,640




49




Grants
      of
      Plan-Based Awards




Grants
                of Plan-Based Awards**Name**
            **Grant
                date**
            **Estimated
                future payouts under non-equity incentive plan
                awards**
            **Estimated
                future payouts under equity incentive plan awards**
            **All
                other stock awards: Number of shares of stock or
                units**
              **(#)**
            **All
                other option awards: Number of securities underlying
                options**
              **(#)**
            **Exercise
                or base price of option awards**
              **($/Sh)**
            **Grant
                date fair value of stock and option awards****Threshold**
              **($)**
            **Target**
              **($)**
            **Maximum**
              **($)**
            **Threshold**
              **(#)**
            **Target**
              **(#)**
            **Maximum**
              **(#)**(1)
            (2)
            (3)David
                Y Chen
              CEO
            April
                27, 2006
            
            
            
            
            
            
            
            54,000
            0.017
            295,920Hock
                S. Ong
              CEO
            April
                27, 2006
            
            
            
            
            
            
            
            18,000
            0.017
            98,640




(1) The
        options were exercisable for three days, beginning on the day that the
        underwriters exercised their over-allotment option, and then only to the
        extent
        necessary to maintain the Pre-IPO stockholders’ pro rata share of our Pre-IPO
        stockholders’ collective ownership of 20% of our outstanding shares (excluding
        the shares purchased in the private placement) after initial public offering.
 
 (2) As of
        the granting date, there was no public market for our common stock. As a
        result,
        we cannot compare the exercise price to a market price. From February 25,
        2007
        through March 31, 2007, our common stocks were traded from $5.25 to $5.47
        per
        share.


(3) We
        estimated the fair value for these options at the date of grant using a
        Black-Scholes option pricing model with the following assumptions:
        weighted-average volatility factor of 15.2%; no expected dividend payments;
        weighted-average risk-free interest rates in effect of 4.86%, and a
        weighted-average expected life of 0.13 years. Based upon the above methodology,
        the per share weighted-average fair value of the options would be
        $5.48.
 Outstanding
          Equity Awards at Fiscal Year-End
  **Name**
                **Option
                    awards**
                **Stock
                    awards****Number
                    of securities underlying unexercised options**
                  **(#)
                    exercisable**
                **Number
                    of securities underlying unexercised options**
                  **(#)
                    unexercisable**
                **Equity
                    incentive plan awards: number of securities underlying unexercised
                    unearned options**
                  **(#)**
                **Option
                    exercise price**
                  **($)**
                **Option
                    expiration date**
                **Number
                    of shares or units of stock that have not vested**
                  **(#)**
                **Market
                    value of shares or units of stock that have not
                    vested**
                  **(#)**
                **Equity
                    incentive plan awards: number of unearned shares, units or other
                    rights
                    that have not vested**
                  **(#)**
                **Equity
                    incentive plan awards: market or payout value of unearned shares,
                    units or
                    other rights that have not vested**
                  **($)**(1)David
                    Y Chen
                  CEO
                54,000
                
                
                0.017
                (1)Hock
                    S. Ong
                  CEO
                18,000
                
                
                0.017
                (1)
 
 (1) The
          options were exercisable for three days, beginning on the day that the
          underwriters exercised their over-allotment option, and then only to the
          extent
          necessary to maintain the Pre-IPO stockholders’ pro rata share of our Pre-IPO
          stockholders’ collective ownership of 20% of our outstanding shares (excluding
          the shares purchased in the private placement) after initial public offering.


**Compensation
      Committee Report**




The
      Company’s Board of Directors does not have a compensation committee and the
      entire Board of Directors performs the functions of a compensation committee.




The
      Board
      of Directors has reviewed and discussed the discussion and analysis of The
      Company’s compensation which appears above with management, and, based on such
      review and discussion, the Board of Directors determined that the above
      disclosure be included in this Annual Report on Form 10-K.




50


The
      members of the Board of Directors are:





Richard
      L. Chang


Hoe
      Seong
      Ooi,


Jean
      Chalopin


Robert
      B.
      Hersov


David
      Y.
      Chen





**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:





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
                of**
              **Class**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
            
            
            0.36Kerry
                Propper(4)
            
            300,000
            
            
            3.43Jean
                Chalopin(2)
                (3)
            
            143,775
            
            
            1.64Robert
                B. Hersov(2)
                (3)
            
            143,775
            
            
            1.64Hoe
                Seong Ooi(2)
                (3)(5)
            
            345,000
            
            
            3.94-Yoshie
                Itakura(2)
                (5)
            
            345,000
            
            
            3.94Level
                Radar Master Fund, Ltd(6)
            
            500,000
            
            
            5.71Level
                Global Investors, L.P(6)
            
            500,000
            
            
            5.71Level
                Global, L.L.C(6)
            
            500,000
            
            
            5.71David
                Ganek(6)
            
            500,000
            
            
            5.71Anthony
                Chiasson(6)
            
            500,000
            
            
            5.71MHR
                Capital Partners Master Account LP(7)
            
            610,259
            
            
            6.97MHR
                Advisors LLC(7)
            
            681,867
            
            
            7.79MHR
                Fund Management LLC(7)
            
            681,867
            
            
            7.79Mark
                H. Rachesky, M.D(7)
            
            681,867
            
            
            7.79All
                directors and executive officers as a group
              (8
                individuals)
            
            1,739,000
            (2)
            %
            20.37
            %


——————


*


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, Hoe Seong Ooi, Yoshie Itakura
      is Level 29, Central Plaza, 381 Huai Hai Zhong Road, Shanghai 200020,
      China.




51


(2) Includes
      option exercised by the Pre-IPO
      Stockholders to
      purchase up to 225,000 shares of common stock, at $0.017 per share, which 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.





(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.





(5) Consists
      of 345,000 shares beneficially owned by AFG Trust Assets Limited, a wholly
      owned
      subsidiary of AFG Trust Ltd., of which Mr. Ooi was the Regional Chief Executive
      Officer. AFG Trust Ltd. is wholly owned by AFG Trust Holdings, all of the
      securities of which are beneficially owned by Yoshie Itakura, who has the sole
      right to name the board of directors of AFG Trust Holdings. Mr. Ooi holds these
      shares in his name in trust for AFG Trust Assets Limited. Mr. Ooi was
      contractually obligated to vote these shares in accordance with the instructions
      of AFG Trust Ltd. Pursuant to the rules of the SEC, both Mr. Ooi and AFG Trust
      Assets Limited may be deemed to beneficially own these shares and, therefore,
      they are both listed as beneficially owning the shares.





(6)  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. 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.





(7) 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.




Kerry
      Propper China Media Investment Co., Inc., an entity wholly owned and controlled
      by Kerry Propper, has agreed with Merriman Curhan Ford & Co. and us that
      after initial public offering is completed and within the 45 day period
      beginning 60 days after the end of the “restricted period” under Regulation M,
      Kerry Propper China Media Investment Co., Inc. and Merriman Curhan Ford &
Co., or certain of their respective affiliates or designees, will each place
      bids for and, if their bids are accepted, purchase 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), provided separate trading of the warrants has commenced. They have
      each further agreed that any warrants purchased by them or their affiliates
      or
      designees pursuant to this agreement will not be sold or transferred until
      after
      we have completed a business combination. Such purchases will be made by a
      broker-dealer designated by Merriman Curhan Ford & Co. which will not be
      participating in the distribution of public offering, in such amounts and at
      such times as it may determine, in its sole discretion, during the 45 day period
      so long as the prices do not exceed $0.40 per warrant. Neither that
      broker-dealer nor its affiliates will be assisting us in our search for
      prospective target businesses. We believe that the purchases of warrants
      demonstrate confidence in our ultimate ability to effect a business combination
      because the warrants will expire worthless if we are unable to consummate a
      business combination. These warrant purchases may serve to stabilize the market
      price of the warrants during the 45 day period at a price greater than it would
      otherwise be in the absence of these purchases. However, since the obligations
      to place bids for the warrants will terminate at the end of the 45 day period
      beginning 60 days after the end of the “restricted period” under Regulation M,
      or the earlier purchase of all the warrants obligated to be bid for and
      purchased, the market price of the warrants may substantially decrease following
      the termination of these obligations.





52


We
      have
      agreed that, if we call the warrants for redemption, any warrants purchased
      pursuant to these agreements will be exercisable on a cashless basis. In such
      event, the holder would pay the exercise price by surrendering its warrants
      for
      that number of shares of common stock equal to the quotient obtained by dividing
      (x) the product of the number of shares of common stock underlying the warrants,
      multiplied by the difference between the exercise price of the warrants and
      the
“fair market value” (defined below) by (y) the fair market value. The “fair
      market value” shall mean the average reported last sale price of the common
      stock for the 10 trading days ending on the third trading day prior to the
      date
      on which the notice of redemption is sent to holders of warrants.





**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. For a complete description of our management’s other
                affiliations, see the section entitled “Directors, Executive Officers and
                Corporate Governance-Directors and Executive
                Officers”.





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 which
                has announced a business combination with a consumer apparel business
                in
                the United States. We believe, that there will not be, with regard
                to Mr.
                Chalopin, nor are there, with regard to Mr. Hersov, any conflicts
                regarding the industry or region of focus with such other blank check
                companies and us.




53





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 the 133,333 shares included in the units they are purchasing
                in
                the private placement, 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 pay
                such amounts.





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 ourPre-IPO
                Stockholders).





l
            We
                are obligated,from
                December 20, 2006, to pay to Shine Media Group Limited, an affiliate
                of
                David Y. Chen, chief executive officer and president, 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.





54


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.





Kerry
      Propper has certain pre-existing fiduciary and contractual obligations to Jaguar
      Acquisition Corporation, Chardan North China Acquisition Corporation and Chardan
      South China Acquisition Corporation. Jaguar Acquisition Corporation is a blank
      check company seeking to acquire a business in any industry. Chardan North
      China
      Acquisition Corp. and Chardan South China Acquisition Corp. are blank check
      companies seeking to acquire an operating business north and south,
      respectively, of the Yangtze River in the People’s Republic of China. Chardan
      North China Acquisition Corporation has entered into a stock purchase agreement
      with the stockholders of Gifted Time Holdings, Ltd. (also known as HollySys).
      If
      this business combination is not completed by Chardan North China Acquisition
      Corporation for any reason, Mr. Propper will continue to have a pre-existing
      fiduciary and contractual obligation to Chardan North China Acquisition
      Corporation. Jaguar Acquisition Corporation and Chardan South China Acquisition
      Corporation have not yet entered into any agreement for a business combination.
      Accordingly, to the extent that Mr. Propper identifies business opportunities
      that may be suitable for Jaguar Acquisition Corporation, Chardan North China
      Acquisition Corporation or Chardan South China Acquisition Corporation, 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 to Jaguar Acquisition Corporation, Chardan North China Acquisition
      Corporation or Chardan South China Acquisition Corporation 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, 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 the loan, we issued notes to each of
      Mr. Chalopin and Kilmer International Investments Limited. These notes were
      payable with a 4% annual interest on the earlier of the consummation of the
      offering. These notes were repaid out of the proceeds of our initial public
      offering. On August 9, 2006, Richard Chang, David Y. Chen, an officer and
      director and Hock S. Ong and Estelle Lau, each one of our officers, advanced
      to
      us an aggregate of $40,000 to cover additional expenses related to our initial
      public offering. These notes were repaid out of the proceeds of our initial
      public offering.





55


We
      will
      reimburse our officers and directors for any reasonable out-of-pocket business
      expenses incurred by them in connection with certain activities on our behalf
      such as identifying and investigating possible target businesses and business
      combinations. There is no limit on the amount of accountable out-of-pocket
      expenses reimbursable by us, which will be reviewed only by our board or a
      court
      of competent jurisdiction if such reimbursement is challenged.





Kerry
      Propper China Media Investment Co., Inc., an entity wholly owned and controlled
      by Kerry Propper, has agreed with the Merriman Curhan Ford & Co. and us
      that, within the 45 day period beginning 60 days after the end of the
“restricted period” under Regulation M, it and its affiliates or designees will
      place bids for and, if such bids are accepted, purchase 500,000 warrants in
      the
      open market at prices not to exceed $0.40 per warrant, provided that separate
      trading of the warrants has commenced.





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, the Company completed a private placement whereby certain of our
      officers and directors, as set forth below, purchased an aggregate of 1,500,000
      shares at $0.017 per share, generating gross proceeds of $25,000:





**Name**
            
            **Number
                of**
              **Shares**
            **Relationship
                to Us******
            ****
            
            ****Richard
                L. Chang
            
            142,500
            Non
                executiveChairman
                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.





56


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
                of Shares**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





On
      28
      November, 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
                of Shares******
            ****
            ****
            
            ****Richard
                L. Chen
            
            2,875Lisa
                Tseng
            
            2,250Carl
                Meyer
            
            2,625Steven
                Chang
            
            2,625Thomas
                Doctoroff
            
            2,625





All
      such
      transfers were exempt from registration pursuant to Sections 4(1) and 4(2)
      of
      the Securities Act due to the limited number of individuals involved, their
      status as accredited investors and the transfer restrictions on the share
      certificates.





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.





57


The
      holders of the majority of these 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
                of Shares**JeanChalopin
            
            14,900Rob
                Hersov
            
            14,900David
                Chen
            
            8,265Richard
                Chang
            
            8,265Hock
                Ong
            
            2,750Estelle
                Lau
            
            920AFGTrust Assets Ltd
            
            83,333Total
            
            133,333





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.





**Anti-Dilution
      Protection**





In
      order
      to ensure that the common stock purchased by our Pre-IPO Stockholders would
      remain 20% of the total number of shares outstanding after public offering
      (not
      including the shares sold in the private placement), we issued certain of 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 offering in the event the underwriters
      exercise the over-allotment option. Such options were exercisable at $.017
      per
      share. On January 25, 2007, when 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 our initial public offering, these options were
      fully
      exercised, and we issued 225,000 shares of our common stock to certain of
      Pre-IPO Stockholders. On
      January 25, 2007,when
      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 our initial
      public offering, these options were fully exercised, and we issued 225,000
      shares of our common stock to certain of Pre-IPO
      Stockholders.





58


We
      have
      granted our stockholders existed before offering demand and “piggy-back”
registration rights on shares of our common stock they acquired upon exercise
      of
      public option.





**Director
      Independence**





Our
      Board
      of Directors has not determined if any of its directors qualifies as
      independent. Our Board of Directors will make a determination about independence
      after the business combination is consummated. We do not have an audit
      committee, nominating committee or compensation committee and therefore the
      entire Board of Directors performs those functions for us.





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




The
      firm
      of Goldstein Golub Kessler LLP (‘‘GGK’’) acts as our principal accountant.
      Through September 30, 2005, GGK had a continuing relationship with American
      Express Tax and Business Services Inc. (TBS), from which it leased auditing
      staff who were full time, permanent employees of TBS and through which its
      partners provide non-audit services. Subsequent to September 30, 2005, this
      relationship ceased and the firm established a similar relationship with RSM
      McGladrey, Inc. (RSM). GGK has no full time employees and therefore, none of
      the
      audit services performed were provided by permanent full-time employees of
      GGK.
      GGK manages and supervises the audit and audit staff, and is exclusively
      responsible for the opinion rendered in connection with its examination. The
      following is a summary of fees paid or to be paid to GGK, TBS and RSM for
      services rendered.





**Audit
      Fees**





The
        aggregate fees billed by GGK
        for
        professional services rendered for the audit of our annual financial statements
        for the fiscal year ended December 31, 2006 and for services performed in
        connection with the Company's registration statement on Form S-1 filed in
        2006
        were approximately $56,000. The fees billed by GGK for professional services
        rendered for services performed in connection with the Company's registration
        statement on Form S-1 filed in 2005 were approximately $30,000.


**Audit
      Related Fees**




Other
        than the fees described under the caption "Audit Fees" above, GGK
        and
        RSM did not bill any fees for services rendered to us during the fiscal years
        ended December 31, 2006 and 2005 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
        or
        RSM for professional services rendered during the fiscal years ended December
        31, 2006 and 2005 for tax compliance, tax advice, and tax
        planning.




**All
      Other Fees**




There
        were no fees billed by GGK
        or
        RSM for other professional services rendered during the fiscal years ended
        December 31, 2006 and 2005.





59




**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 Agreement3.1
            (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 Registrant4.5
            (1)
            Form
                of Unit Purchase Option to be granted to Representative10.1
            (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 Registrant10.14
            (1)
            Form
                of Stock Escrow Agreement among the Registrant, Continental Stock
                Transfer
                & Trust Company and theExisting
                Stockholders10.15
            (1)
            Form
                of Services Agreement with Shine Media Group Limited10.16
            (1)
            Amended
                and Restated Promissory Note dated July 12, 2006 issued to Jean
                Chalopin




60




10.17
            (1)
            Amended
                and Restated Promissory Note dated July 12, 2006 issued to Kilmer
                International Investments Limited10.18
            (1)
            Form
                of Registration Rights Agreement among the Registrant and theExisting
                Stockholders10.19
            (1)
            Form
                of Placement Unit Agreement among the Registrant and certain officers
                and
                directors of the Registrant10.20
            (1)
            Option
                Agreement between the Registrant and Each of itsExisting
                Stockholders10.21
            (1)
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and AFG Trust Assets Ltd.10.22
            (1)
            Promissory
                Note dated August 9, 2006 issued to Richard Chang10.23
            (1)
            Promissory
                Note dated August 9, 2006 issued to David Y. Chen10.24
            (1)
            Promissory
                Note dated August 9, 2006 issued to Hock S. Ong10.25
            (1)
            Promissory
                Note dated August 9, 2006 issued to Estelle Lau10.26
            (1)
            Form
                of Letter Agreement among the Registrant, Merriman Curhan Ford & Co.
                and Kerry Propper10.27
            (1)
            Form
                of Warrant Purchase Agreement23.1
            (2)
            Consent
                of Goldstein Golub Kessler LLP31.1
            (2)
            Certificationof
                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)
            Certificationof
                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)
            Certificationof
                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)
            Certificationof
                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 UNDER THE SECURITIES
                ACT
                OF 1933 on Form S-1 (File No. 000-50760) filed on December 14, 2006.





(2)
            Filed
                herewith.





61


**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.





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





62




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
            
            April
                16, 2007**Richard
                L. Chang**/s/
                David Y. Chen
            
            Chief
                Executive Officer, President and Director (principal executive
                officer)
            
            April
                16, 2007**David
                Y. Chen**/s/
                Hock S. Ong
            
            Chief
                Financial Officer (principal financial and accounting
                officer)
            
            April
                16, 2007**Hock
                S. Ong**/s/
                  Jean Chalopin
            
            Director
            
            April
                16, 2007**Jean
                Chalopin**/s/
                  Robert B Hersov
            
            Director
            
            April
                16, 2007**Robert
                B. Hersov**/s/
                Hoe Seong Ooi
            
            Director
            
            April
                16, 2007**Hoe
                Seong Ooi**




63








**INDEX
      TO FINANCIAL STATEMENTS**











PageReport
                of Independent Registered Public Accounting Firm
            
            F-2Financial
                StatementsBalance
                Sheet
            
            F-3Statement
                of Operations
            
            F-4Statement
                of Stockholders’ Equity
            
            F-5Statement
                of Cash Flows
            
            F-6Notes
                to Financial Statement
            
            F-7




F-1





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**







To
      the
      Board of Directors and Stockholders


Shine
      Media Acquisition Corp.







We
      have
      audited the accompanying balance sheets of Shine Media Acquisition Corp. (a
      corporation in the development stage), as of December 31, 2006 and December
      31,
      2005, and the related statement of operations, stockholders’ equity, and cash
      flows for the year ended December 31, 2006, and for the periods from June 24,
      2005 (inception) to December 31, 2005 and June 24, 2005 (inception) to December
      31, 2006. 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 December 31, 2005, and the results of its operations
      and
      its cash flows for the year ended December 31, 2006, and for the periods from
      June 24, 2005 (inception) to December 31, 2005 and June 24, 2005 (inception)
      to
      December 31, 2006, in conformity with United States generally accepted
      accounting principles.






/s/ Goldstein Golub Kessler LLP
Goldstein Golub Kessler LLP




New
      York,
      New York


April
      12,
      2007




F-2




**SHINE
      MEDIA ACQUISITION CORP.**


**(a
      corporation in the development stage)**





**BALANCE
      SHEET**





**ASSETS**
            
            **December
                31,**
              **2006**
            
            **December
                31,**
              **2005****Current
                assets**Cash
                in trust
            
            $
            33,931,152
            
            $
            -Cash
            
            
            773,484
            
            
            65,176Total
                current assets
            
            
            34,704,636
            
            
            65,176Deferred
                offering costs
            
            
            -
            
            
            389,702**Total
                assets**
            
            $
            **34,704,636**
            
            $
            **454,878****LIABILITIES
                AND STOCKHOLDERS’ EQUITY****Current
                liabilities**Accrued
                expenses
            
            $
            138,647
            
            $
            265,772Accrued
                offering costs
            
            
            1,040,500
            
            
            -Notes
                payable, stockholders
            
            
            -
            
            
            170,000Due
                to stockholders
            
            
            54,460
            
            
            -Total
                current liabilities
            
            
            **1,233,607**
            
            
            **435,772**Common
                stock subject to possible redemption-1,199,400 shares at redemption
                value
            
            
            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- 1,500,000 shares as at December 31, 2005, and 7,633,333
                shares as at December 31,2006
            
            
            763
            
            
            150Paid-in
                capital in excess of par
            
            
            27,012,868
            
            
            24,850Deficit
                accumulated during the development stage
            
            
            (142,800
            )
            
            (5,894
            )Total
                stockholders’ equity
            
            
            **26,870,831**
            
            
            **19,106****Total
                liabilities and stockholders’ equity**
            
            $
            **34,704,636**
            
            $
            **454,878**




*See
      accompanying notes to financial statements*




F-3





**SHINE
      MEDIA ACQUISITION CORP.**


**(a
      corporation in the development stage)**





**STATEMENT
      OF OPERATIONS**











**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,**
              **2006****Operating
                Costs****Professional
                fees**
            
            $
            (34,500
            )
            $
            -
            
            $
            (34,500
            )**Franchise
                tax**
            
            
            (102,500
            )
            
            -
            
            
            (102,500
            )**Other
                operating costs**
            
            
            (6,845
            )
            
            (3,455
            )
            
            (10,300
            )**Total
                operating costs**
            
            $
            (143,845
            )
            $
            (3,455
            )
            $
            (147,300
            )**Interest
                income**
            
            
            14,182
            
            
            765
            
            
            14,947**Interest
                expense**
            
            
            (7,243
            )
            
            (3,204
            )
            
            (10,447
            )**Net
                loss**
            
            $
            (136,906
            )
            $
            (5,894
            )
            $
            (142,800)
            )**Weighted
                average shares outstanding**
            
            
            1,567,215
            
            
            1,500,000
            
            
            1,544,125**Net
                loss per share**
            
            $
            (0.09
            )
            $
            (0.00
            )
            $
            (0.09
            )





*See
      accompanying notes to financial statements*





F-4





**SHINE
      MEDIA ACQUISITION CORP.**


**(a
      corporation in the development stage)**





**STATEMENT
      OF STOCKHOLDERS’ EQUITY**





**For
                the Period from June 24, 2005 (Inception) to December 31,
                2006**DeficitCommon
                Stock
            
            Additional
            
            AccumulatedPaid-In
            
            During
                the
            
            Stockholders'Shares
            
            Amount
            
            Capital
            
            Development
                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
            )
            $
            26,870,831





*See
      accompanying notes to financial statements*




F-5




**SHINE
      MEDIA ACQUISITION CORP.**


**(a
      corporation in the development stage)**





**STATEMENT
      OF CASH FLOWS**





**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,
                2006****Cash
                flows from operating activities**Net
                loss
            
            $
            (136,906
            )
            $
            (5,894
            )
            $
            (142,800
            )Adjustments
                to reconcile net loss to net cash provided by operating
                activities:Interest
                earned on funds held in trust
            
            
            (13,652
            )
            
            -
            
            
            (13,652
            )Increase
                in:Accrued
                expenses
            
            
            144,243
            
            
            3,204
            
            
            147,447Net
                cash from operating activities
            
            
            (6,315
            )
            
            (2,690
            )
            
            (9,005
            )**Cash
                flows from investing activities**Payment
                to trust account
            
            
            (33,917,500
            )
            
            -
            
            
            (33,917,500
            )Net
                cash from investing activities
            
            
            (33,917,500
            )
            
            -
            
            
            (33,917,500
            )**Cash
                flows from financing activities**Proceeds
                from notes payable, stockholders
            
            
            40,000
            
            
            170,000
            
            
            210,000Proceeds
                from stockholders’ advances
            
            
            54,460
            
            
            -
            
            
            54,460Proceeds
                from initial sale of common stock
            
            
            -
            
            
            25,000
            
            
            25,000Proceeds
                from private placement
            
            
            800,000
            
            
            -
            
            
            800,000Gross
                proceeds from public offering
            
            
            36,000,000
            
            
            -
            
            
            36,000,000Proceeds
                from underwriter’s option
            
            
            100
            
            
            -
            
            
            100Payment
                of notes payable, stockholders
            
            
            (210,000
            )
            
            -
            
            
            (210,000
            )Payment
                of interest on notes payable, stockholders
            
            
            (8,800
            )
            
            -
            
            
            (8,800
            )Payment
                of offering costs
            
            
            (2,043,637
            )
            
            (127,134
            )
            
            (2,170,771
            )Net
                cash provided by financing activities
            
            
            34,632,123
            
            
            67,866
            
            
            34,699,989Net
                increase in cash
            
            
            708,308
            
            
            65,176
            
            
            773,484**Cash**,
                beginning of period
            
            
            65,176
            
            
            -
            
            
            -**Cash**,
                end of period
            
            $
            773,484
            
            $
            65,176
            
            $
            773,484**Supplemental
                disclosure of non-cash financing activity**Increase
                in accrued offering costs
            
            $
            777,932
            
            $
            262,568
            
            $
            1,040,500





*See
      accompanying notes to financial statements*




F-6


**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, 2006, the Company had not yet commenced any operations. All
      activity through December 31, 2006 relates to the Company’s formation and the
      private placement (the “Private Placement”) and public offering (“Public
      Offering” and, together with the Private Placement, the “Offering and Private
      Placement”) described below. 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
      proceeds may be used to pay for business, legal and accounting due diligence
      on
      prospective acquisitions and continuing general and administrative
      expenses.




F-7


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 (“ Pre-IPO
      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.




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 sold in the Public Offering discussed in Note
      2.)





*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.





*Income
      taxes*





The
      Company recorded a deferred income tax asset for the tax effect of temporary
      differences, aggregating $48,552 and $2,004 at December 31, 2006 and December
      31, 2005, respectively. In recognition of the uncertainty regarding the ultimate
      amount of income tax benefits to be derived, the Company has recorded a full
      valuation allowance at December 31, 2006 and December 31, 2005. The effective
      tax rate differs from the statutory rate of 34% due to the increase in the
      valuation allowance.





F-8


*Recently
      issued accounting pronouncements*





In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
      interpretation of FASB Statement No. 109” (“FIN 48”), which provides criteria
      for the recognition, measurement, presentation and disclosure of uncertain
      tax
      positions. A tax benefit from an uncertain position may be recognized only
      if it
      is “more likely than not” that the position is sustainable based on its
      technical merits. The provisions of FIN 48 are effective for fiscal years
      beginning after December 15, 2006.





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




*Loss
      per common share*





Loss
      per
      share is computed by dividing net loss by the weighted-average number of shares
      of common stock outstanding during the period. Shares of common stock issuable
      upon exercise of options and warrants are excluded from the computation since
      their effect, for the periods presented, are anti-dilutive.





*Use
      of estimates*





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.





**2.
      Offering and Private Placement**





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
      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.





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.





F-9


**3.
      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 as at December 31, 2006 remains payable to the
      holders of the notes.




**4.
      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, and remain
      outstanding and payable as at December 31, 2006.




**5.
      Stockholders’ Equity**




In
      connection with the Public Offering, the Company paid an underwriting discount
      of 3.5% of the gross offering proceeds and a non-accountable 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. Upon the consummation of the initial business combination, the
      Company will pay such deferred fees out of the proceeds of the offering 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-10


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 option awards to its founding shareholders and
      directors. Such options have an exercise price of $0.017 per share, contingently
      vest upon the exercise of the over-allotment option and expire three days
      thereafter. The number of shares subject to the options is equal to 25% of
      the
      over-allotment shares exercised by the underwriter, and can not exceed 225,000
      shares.





The
      fair
      value of options granted under the plan was estimated on the date of grant
      using
      the Black-Scholes pricing model. The valuation model used for options granted
      under the Plan assumes that over-allotment will be exercised in full. If the
      over-allotment is not exercised in full, the compensation cost will be
      determined on a pro rata basis and any excess recognized compensation cost
      will
      be reversed. The inputs for the Black-Scholes pricing model consist of expected
      volatility of 15.2%, no expected dividends, and a risk-free interest rate of
      4.86%. The volatility was calculated using the first 45 days of trading of
      similar newly public companies.




The
      weighted-average grant-date fair value of options granted was $5.48. As of
      April
      27, 2006, total unrecognized compensation cost (assuming full exercise of the
      over-allotment) is estimated at $1,233,000. On January 4, 2007, the date of
      filing of form 8K to report the consummation of the Initial Public Offering,
      the
      company determined that the exercise of the over-allotment was not probable
      and
      therefore did not recognize any compensation cost in the period ended December
      31, 2006. On January 25, 2007 as discussed in note 9 the underwriters exercised
      the over-allotment option. The compensation cost will be recognized in the
      company’s first quarterly filing in 2007.




F-11


**6.
      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.




**7.
      Commitments**




Subsequent
      to December 20, 2006, the effective day of our initial public offering, the
      Company agreed to pay to Shine Media Group Limited, an affiliate of David Y.
      Chen, 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.





**8.
      Common stock reserved for issuance**




At
      December 31, 2006, 13,571,666 shares of common stock were reserved for issuance
      upon exercise of options and warrants.





**9.
      Subsequent event**





On
      January 25, 2007, we 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 are identical to the Units sold
      in the IPO and each Unit consists of one share of common stock, $.0001 par
      value
      per share, and two warrants, each warrant to purchase one share of Common Stock
      at an exercise price of $5.00 per share. The Units were sold at an offering
      price of $6.00 per Unit, generating aggregate gross proceeds of $5,400,000.





The
      options granted to our original shareholders and management to purchase 225,000
      of common stock at exercise price of $0.017 per share, to maintain their
      respective percentage ownership in the event of the exercise of the
      over-allotment by the underwriters, were also fully exercised.




F-12