**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934
              For
                the quarterly period ended September 30,
                2007.




or




o
            Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934
              For
                the transition period from ________ to
                ________.




**Commission
      File Number: 001-32685**




**Shine
      Media Acquisition Corporation**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **20-3086866**(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer
              Identification
                No.)




**c/o
      29 Level, Central Plaza 381 Huai Hai Zhong Road,**


**Shanghai
      200020, China**


(Address
      of Principal Executive Offices including Zip Code)




**(86)
      21 6391 6188**


(Registrant’s
      Telephone Number, Including Area Code)




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act 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 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. (Check one):




Large
                Accelerated Filero
            Accelerated
                Filero
            Non-Accelerated
                Filerx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes x  No o




There
      were 8,758,333 shares of the Registrant’s common stock issued and outstanding as
      of October 25, 2007.










**Shine
      Media Acquisition Corporation Index to Form 10-Q**





Part
                I.
            
            Financial
                Information
            
            3Item
                1. Financial Statements
            
            3Balance
                Sheet as of September 30, 2007(Unaudited) and December 31,
                2006
            
            3Statements
                of Operations for the three month periods and nine month periods
                ended
                September 30, 2007 and 2006 and the period from inception to September
                30,
                2007 (Unaudited)
            
            4Statements
                of stockholders’ equity for the period from inception to September 30,
                2007 (Unaudited)
            
            5Statements
                of Cash Flows for the nine month periods ended September 30, 2007
                and 2006
                and the period from inception to September 30, 2007
                (Unaudited)
            
            6Notes
                to Financial Statements (Unaudited)
            
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            15Item
                3. Quantitative and Qualitative Disclosures About Market Risk
            
            19Item
                4. Controls and Procedures
            
            19Part
                II.
            
            Other
                Information
            
            20Item
                1. Legal Proceedings
            
            20Item
                1A. Risk Factors
            
            20Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            20Item
                3. Defaults Upon Senior Securities
            
            20Item
                4. Submission of Matters to a Vote of Security Holders
            
            21Item
                5. Other Information
            
            21Item
                6. Exhibits
            
            21SIGNATURES
            
            22





2


**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**




**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)


**BALANCE
      SHEET**





***September
                30, 2007***
            
            ***December
                31, 2006******(Unaudited)*****ASSETS****Current
                assets:**Cash
                & cash equivalents
            
            $
            646,097
            
            $
            773,484Cash
                in trust
            
            
            39,952,152
            
            
            33,931,152Prepaid
            
            
            67,965
            
            
            -Other
                receivable
            
            
            2,953
            
            
            -Total
                Assets
            
            $
            40,669,166
            
            $
            34,704,636**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities:**Accrued
                expenses
            
            $
            452,388
            
            $
            138,647Accrued
                offering costs
            
            
            1,004,829
            
            
            1,040,500Due
                to stockholders
            
            
            -
            
            
            54,460Total
                Liabilities
            
            
            1,457,782
            
            
            1,233,607Common
                stock subject to possible redemption -
              1,379,310
                shares at redemption value
            
            
            7,821,687
            
            
            6,600,198Commitments
            
            
            -
            
            
            -**Stockholders'
                equity:**Preferred
                stock, $0.0001 par value, authorized
              1,000,000
                shares; none issued
            
            
            -
            
            
            -Common
                Stock, $0.0001 par value, authorized
              89,000,000;
                issued and outstanding - 7,633,333 shares
              as
                at December 31, 2006 and 8,758,333 shares as at
              September
                30, 2007
            
            
            876
            
            
            763Paid-in
                capital in excess of par
            
            
            30,871,092
            
            
            27,012,868Comprehensive
                loss
            
            
            (1,457
            )
            
            -Retained
                earnings during the development stage
            
            
            519,753
            
            
            (142,800
            )Total
                stockholders' equity
            
            
            31,390,263
            
            
            26,870,831Total
                liabilities and stockholders' equity
            
            $
            40,669,166
            
            $
            34,704,636




See
      accompanying notes to these unaudited condensed financial
      statements.




3





**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)


**STATEMENT
      OF OPERATIONS**


(Unaudited)




***Three
                Month Periods ended September 30, 2007***
            
            ***Nine
                Month Periods ended***
              ***September
                30, 2007***
            
            ***Three
                Month Periods ended September30, 2006***
            
            ***Nine
                month Periods ended***
              ***September
                30, 2006***
            
            ***For
                the Period from June 24, 2005***
              ***(Inception)
                to September 30, 2007***Operating
                CostsProfessional
                fees
            
            $
            (11,404
            )
            
            (42,178
            )
            $
            -
            
            
            -
            
            $
            (76,678
            )Franchise
                tax
            
            
            (20,500
            )
            
            (63,164
            )
            
            -
            
            
            (2,665
            )
            
            (165,664
            )Other
                operating costs
            
            
            (96,552
            )
            
            (237,635
            )
            
            (1,123
            )
            
            (3,604
            )
            
            (247,935
            )Total
                operating costs
            
            
            (128,456
            )
            
            (342,977
            )
            
            (1,123
            )
            
            (6,269
            )
            
            (490,277
            )Interest
                income
            
            
            464,845
            
            
            1,413,019
            
            
            16
            
            
            530
            
            
            1,429,630Interest
                expense
            
            
            -
            
            
            -
            
            
            (1,981
            )
            
            (5,354
            )
            
            (10,447
            )Income
                (loss) before income tax
            
            
            338,053
            
            
            1,071,706
            
            
            (3,088
            )
            
            (11,093
            )
            
            928,906Provision
                for income tax
            
            
            158,047
            
            
            407,489
            
            
            -
            
            
            -
            
            
            407,489Net
                income (loss) after income tax
            
            $
            178,342
            
            
            662,553
            
            $
            (3,088
            )
            
            (11,093
            )
            $
            519,753Weighted
                average shares
              outstanding
                (basic and diluted)
            
            
            8,758,333
            
            
            8,659,068
            
            
            1,500,000
            
            
            1,500,000Net
                Income/( loss) per share
              (basic
                and diluted)
            
            $
            0.02
            
            
            0.12
            
            $
            (0.00
            )
            
            (0.01
            )





See
      accompanying notes to these unaudited condensed financial
      statements.






4





**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)





**STATEMENT
                OF STOCKHOLDERS' EQUITY****(Unaudited)****For
                the period from June 24, 2005 (Inception) to September 30,
                2007**




****Retained
                Earnings****
              **Accumulated****Additional**
            
            
            
            **During
                The****Common
                stock**
            
            **Paid
                in**
            
            **Comprehensive**
            
            **Development**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Capital**
            
            **Loss**
            
            **Stage**
            
            **Equity**Balance
                at June 24, 2005 (Inception)Common
                shares issued at July 12,2005 at US$0.01 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
            
            
            -
            
            
            -
            
            
            799,998Shares
                issued in public offering
            
            
            6,000,000
            
            
            600
            
            
            32,788,231
            
            
            -
            
            
            -
            
            
            32,788,831Shares
                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
            
            
            27,012,868
            
            
            -
            
            
            (142,800
            )
            
            26,870,831Shares
                issued for underwriter's over-allotment
            
            
            900,000
            
            
            90
            
            
            5,210,910
            
            
            -
            
            
            -
            
            
            5,211,000Shares
                issued for management option
            
            
            225,000
            
            
            23
            
            
            3,803
            
            
            -
            
            
            -
            
            
            3,826Shares
                reclassified to "common stock subject to possible
                redemption"
            
            
            -
            
            
            -
            
            
            (1,221,489
            )
            
            -
            
            
            -
            
            
            (1,221,489
            )Comprehensive
                gain on marketable securities
            
            
            
            
            
            
            
            
            
            
            
            (1,457
            )
            
            
            
            
            12,700Deferred
                underwriter’s commission
            
            
            -
            
            
            -
            
            
            (135,000
            )
            
            -
            
            
            -
            
            
            (135,000
            )Net
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            662,553
            
            
            662,553Balance
                at September 30,2007
            
            
            8,758,333
            
            $
            876
            
            $
            30,871,092
            
            $
            (1,457
            )
            $
            519,753
            
            $
            31,390,263








See
      accompanying notes to these unaudited condensed financial
      statements.





5




**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)


**STATEMENT
      OF CASH FLOWS**


(Unaudited)





**Nine
                month Periods ended*****September 30, 2007***
            
            **Nine
                month Periods ended*****September 30, 2006***
            
            ***For
                the Period from June 24, 2005(Inception) to September 30,
                2007******Cash
                flow from operating activities***Net
                Income/( Loss)
            
            $
            662,553
            
            $
            (11,093
            )
            $
            519,753Adjustments
                to reconcile net income (loss) to net cash used inoperating
                expenses:Interest
                earned on funds held in trust
            
            
            (813,122
            )
            
            -
            
            
            (826,774
            )Change
                in current assets and liabilities:Increase
                in accrued offering expenses
            
            
            (170,672
            )
            
            -
            
            
            (170,672
            )Increase
                in other receivable
            
            
            (4229
            )
            
            -
            
            
            (4,229
            )Increase
                in deferred expenses
            
            
            17,500
            
            
            -
            
            
            17,500Increase/(decrease)
                in accrued expenses
            
            
            313,741
            
            
            87,586
            
            
            461,188Increase
                in prepaid
            
            
            (81,236
            )
            
            (195,943
            )
            
            (81,236
            )Net
                cash used in operating activities
            
            
            (73,802
            )
            
            (119,450
            )
            
            (82,807
            )***Cash
                flow from investing activities***Payment
                to trust account
            
            
            (5,211,000
            )
            
            -
            
            
            (39,128,500
            )***Cash
                flow from financing activities***Proceeds
                from initial sale of common stock
            
            
            -
            
            
            -
            
            
            25,000Proceeds
                from private placement
            
            
            -
            
            
            -
            
            
            800,000Gross
                proceeds from public offering
            
            
            -
            
            
            -
            
            
            36,000,000Proceeds
                from underwriter’s option
            
            
            -
            
            
            -
            
            
            100Proceeds
                from underwriter's over-allotment
            
            
            5,400,000
            
            
            -
            
            
            5,400,000Proceeds
                from management option
            
            
            3,825
            
            
            -
            
            
            3,825Increase/(Decrease)
                in due to stockholder
            
            
            (57,410
            )
            
            15,121
            
            
            (2,950
            )Increase/(Decrease)
                in notes payable
            
            
            -
            
            
            40,000
            
            
            -Payment
                of offering costs
            
            
            (189,000
            )
            
            -
            
            
            (2,359,771
            )Payment
                of interest on notes payable, stockholders
            
            
            -
            
            
            -
            
            
            (8,800
            )Net
                cash provided by financing activities
            
            
            5,157,415
            
            
            55,121
            
            
            39,857,404Net
                increase/(decrease) in cash & cash equivalents
            
            
            (127,387
            )
            
            (64,923
            )
            
            646,097**Cash
                & cash equivalents, beginning of period**
            
            
            773,484
            
            
            65,176
            
            
            -**Cash
                & cash equivalents, ending of period**
            
            $
            646,097
            
            $
            874
            
            $
            646,097





See
      accompanying notes to these unaudited condensed financial statements.




6


**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**





**NOTE
      1 — ORGANIZATION AND PROPOSED BUSINESS OPERATIONS**




*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.





The
      company has not acquired an entity as of September 30, 2007. The Company has
      selected December 31 as its fiscal year end. The Company is considered to be
      in
      the development stage and is subject to the risks associated with activities
      of
      development stage companies.




The
      balance sheet at September 30, 2007, statement of operations for the three
      month
      periods and the nine month periods ended September 30, 2007 and 2006 and for
      the
      period from inception to September 30, 2007, and statement of cash flows for
      the
      nine month periods ended September 30, 2007 and 2006 and for the period from
      inception to September 30, 2007 are unaudited. In the opinion of management,
      all
      adjustments (consisting of normal adjustments) have been made that are necessary
      to present fairly the financial position of the Company as of September 30,
      2007, the results of its operation for the nine months ended September 30,
      2007
      and 2006 and for the period from inception to September 30, 2007, the statement
      of cash flows for the nine months ended September 30, 2007 and 2006 and for
      the
      period from inception to September 30, 2007.





Operating
      results for the interim period presented are not necessarily indicative of
      the
      results to be expected for the full year. The condensed balance sheet at
      December 31, 2006 has been derived from the audited financial
      statements.




The
      accompanying unaudited financial statements should be read in conjunction with
      the audited financial statements and note thereto for the year ended December
      31, 2006. Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted pursuant
      to the rules and regulations of the Securities and Exchange Commission (“SEC”).
      The results of the nine month period ended September 30, 2007 are not
      necessarily indicative of the results to be expected for the full fiscal year
      ending December 31, 2007.





The
      registration statement for the Company’s initial public offering (the “Public
      Offering”) was declared effective on December 20, 2006.





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 a
      private placement (the “Private Placement”) at $6.00 per unit for an aggregate
      of $800,000.




7




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. $33,917,500, which
      amount is approximately 94.2% of the gross proceeds of the Public Offering
      (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.





The
      Company’s management has broad discretion with respect to the specific
      application of the net proceeds of the Public Offering and Private Placement,
      although substantially all of the net proceeds of the Public 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. There is no assurance that the Company will be able to
      successfully effect a business combination.





The
      Company, after signing a definitive agreement for the acquisition of a target
      business, will submit such transaction for stockholder approval. In the event
      that stockholders owning 20% or more of the Company’s common stock sold in the
      Public Offering (which excludes, for this purpose, those persons who were
      stockholders prior to the Public Offering) vote against the business combination
      and exercise of their conversion rights, the business combination will not
      be
      consummated. All of the Company’s stockholders prior to the Public Offering,
      including all of the officers and directors of the Company (“Pre-IPO
      Stockholders”), have agreed to vote their 1,500,000 founding shares of common
      stock, the 133,333 shares included in 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 that is approved and consummated,
      any
      Public Stockholder who votes 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 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 approximately19.99% 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
      4).





8





**NOTE
      2 —** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**USE
      OF ESTIMATES**




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





**DEVELOPMENT
      STAGE ENTERPRISE**




The
      Company is a development stage enterprise, as defined in Financial Accounting
      Standards Board No. 7. The Company‘s planned principal operations have not
      commenced, and, accordingly, no revenue has been derived during this
      period.





**CASH
      AND CASH EQUIVALENTS**




The
      Company considers all liquid investments with a maturity of three months or
      less
      from the date of purchase that are readily convertible into cash to be cash
      equivalents.





**NOTE
      3 — RECENT ACCOUNTING PRONOUNCEMENTS**





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




9




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





1.  A
      brief
      description of the provisions of this Statement


2.  The
      date
      that adoption is required


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





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





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





**NOTE
      4 — OVER ALLOTMENT OPTION, STOCK OPTION AND UNIT PURCHASE
      OPTION**





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 Public Offering. The Units are identical to the Units sold in the
      Public Offering 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 per share. The Units were sold at an offering
      price of $6 per Unit, generating aggregate gross proceeds of $5,400,000.




10




Prior
      to
      the Public Offering, 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 Public Offering in the event the
      underwriters exercise the over-allotment option. Such options were exercisable
      at $.017 per share. 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 fully exercised on
      January 25, 2007. Other than the unit purchase option sold to Merriman Curhan
      Ford & Co., described below, the Company does not have any option
      outstanding as of September 30, 2007.





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 Public 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 Public Offering and their bona fide
      officers or partners.




The
      Company accounts for the fair value of the option, inclusive of the receipt
      of
      the $100 cash payment, as an expense of the Public 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 Public 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.




11




**NOTE
      5 - CASH IN TRUST**





On
      December 20 and December 27, 2006, the Company consummated the Private Placement
      and Public Offering of 133,333 units and 6,000,000 units, respectively. The
      net
      proceeds to us from the Public Offering and the Private Placement were
      $33,617,500. 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.





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





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





As
      of
      September 30, 2007, the balance of Trust Account was $39,952,152.





**NOTE
      6 — PREPAID**





In
      January 2007, the Company signed a Directors and Officers liability insurance
      contract which covers 18 months from December 20, 2006 to June 20, 2008. The
      total value of the contract is $105,000 and was paid in full in January 2007.
      This expense must be amortized within 18 months. As of September 30, 2007,
      the
      net balance is $52,500.





The
      Company prepaid $10,000 to its printer to cover the costs of SEC fillings and
      printing expenses related to the SEC fillings. As of September 30, 2007, the
      balance is $7,703.





The
      Company also prepaid $3,198 to Hock Ong and $4,564 to David Chen as traveling
      and accommodation expenses.





12





**NOTE
      7 — ACCRUED EXPENSES**





On
      July
      12, 2005, the Company issued unsecured promissory notes to a member of its
      board
      of directors and an entity wholly-owned by one member of its board of directors,
      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 Public Offering and Private Placement.
      The
      accrued interest payable as at December 20, 2006, was $10,447, of which $8,800
      was paid to holders of the notes. The outstanding balance of interest of $1,647
      was paid on March. There were no outstanding promissory notes at September
      30,
      2007.





As
      of
      September 30, 2007, accrued expenses also included audit fees of $8,532, legal
      fees of $19,060, travelling expense of $11,414, stock agent fee of $5,892 and
      provision for income tax of $407,489.





**NOTE
      8 — DUE TO SHAREHOLDERS**





On
      and
      before December 31, 2006, the board of directors and its management team
      advanced the Company $54,460 to fund the costs of the Public Offering. These
      advances bear no interest and have no definitive repayment terms. The company
      paid off all amounts due as of September 30, 2007.





**NOTE
      9 — STOCKHOLDERS’ EQUITY**





On
      June
      28, 2007, $39,488,432 was invested for 3 months in a US T-Bill at an annualized
      interest rate of 4.60%. On September 28, 2007, the Company reinvested
      $39,953,218 to purchase another 3 month US T-Bill. As of September 30, 2007,
      the
      fair value of the US T-Bill owned by the Company was $39,951,762. The Company
      recorded the difference between the actual cost and the fair value of US T-Bill
      of $1,457 as comprehensive loss.





On
      January 25, 2007, the Company consummated the sale of 900,000 Units pursuant
      to
      the exercise by the underwriters of the over-allotment option the Company
      granted to the underwriters in the Company’s Public Offering. The Units were
      sold at an offering price of $6 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. 179,910 shares, or 19.99%, of the 900,000
      shares sold pursuant to the over-allotment option was recorded as common stock
      subject to possible redemption. As of September 31, 2006, $7,821,687 or
      1,379,310 shares at $5.56 per share in average, was record as common stock
      subject to possible redemption.





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




13




The
      fair
      value of options granted was calculated using the Black-Scholes pricing model.
      The inputs for the Black-Scholes pricing model consisted 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. On January 25, 2007, which is the day the underwriters
      exercised the over-allotment option, the weighted-average grant-date fair value
      of options granted was $5.48 and total compensation cost was $1,233,000. 
On January 25, 2007, the conditional option became exercisable immediately
      after
      the underwriter exercised its over-allotment option.





**NOTE
      10 — COMMITMENTS**




Subsequent
      to December 20, 2006, the effective day of our 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 and expenses.




**NOTE
      11 — COMMON STOCK RESERVED FOR ISSUANCE**




At
      September 30, 2007, 15,146,666 shares of common stock were reserved for issuance
      upon exercise of options and warrants.




**NOTE
      12 — 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.








14





**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**




**Forward
      Looking Statements**




This
      Quarterly Report on Form 10-Q 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 under Item 1A “Risk Factors” in our Annual Report on Form 10-K and 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 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.





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





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





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




15




At
      of
      September 30, 2007, the Company is continuing its search process 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.




**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.




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 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
      Nine month Periods Ended September 30, 2007**




Since
      we did not have any operations, all of our income was derived from interest,
      most of which was earned on funds held in the Trust Account. For the nine month
      periods ended September 30, 2007, we earned interest income of $1,414,683 as
      compared to $530 during the same period of 2006. The increase in interest income
      was due to the trust not being funded until the closing of our Public Offering
      at the end of December 2006.




Our
      operating expenses during the nine month periods ended September 30, 2007 were
      $342,977. This includes professional fees of $42,178 and franchise taxes of
      $63,164 and other operating costs of $237,635. For the same period ended
      September 30, 2006, total operating expenses was $6,269, of which $2,665 was
      for
      franchise taxes and $3,604 was for other operating costs.





The
      professional fee incurred during the nine months ended September 30, 2007 were expenses to maintain a public listing company and to close the exercise
      of
      the underwriter’s over-allotment option, which were recorded as professional
      fees in the statement of operations.





The
      increase of other operating costs during the nine months ended September 30,
      2007 as compared to the same periods of 2006 was due to initiate our efforts
      to
      search for target acquisition companies during the nine months ended September
      30, 2007.




16




We
      had a net gain of $822,264 for the nine month periods ended September 30, 2007
      as compared to a net loss of $11,093 during the same period of 2006. The net
      gain during the nine month periods ended September 30, 2007 is due to interest
      earned during such period, and it included a provision for income tax of
      $249,442.





**Results
      of Operations for the Three Month Periods Ended September 30, 2007**




For
      the three month periods ended September 30, 2007, we earned interest income
      of
      $466,509. For the same periods ended September 30, 2006, our interest income
      was
      $16. Most of our interest income was earned on funds held in the Trust Account.





Our
      operating expenses during the three month were $128,456, of which $11,404 was
      for professional fees, $20,500 was for franchise taxes and $96,552 was for
      other
      operating costs. For the comparative period of 2006, we had operating costs
      of
      $1,123 and no franchise taxes.





The
      professional fees incurred during the three months ended September 30, 2007 were expenses to maintain a public listing company. All the operating costs
      paid
      or occurred during the three months ended September 30, 2006 were related to
      our
      IPO, thus were recorded as deferred offering cost in the balance sheet.





We
      had a net gain of $338,053 for the three month periods ended September 30,
      2007
      as compared to a net loss of $3,088 during the same period of 2006.





**Liquidity
      and Capital Resources.**




On
      December 20 and December 27, 2006, the Company consummated the Private Placement
      and Public Offering of 133,333 units and 6,000,000 units, respectively. 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 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 Public
      Offering expenses, the net proceeds to us from the Public 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.





On
      January 25, 2007, the Company consummated the sale of 900,000 units pursuant
      to
      the exercise by the underwriters of the over-allotment option the Company
      granted to the underwriters in the Company’s Public Offering. 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.




17




Our
      net
      proceeds from the Private Placement, and the sale of the Units in the 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; $662,500 of other expenses related to the Public Offering;
      and $2,484,000 of aggregate underwriting discounts from the Public Offering
      and
      over-allotment exercise. As of September 30, 2007, the amount held in Trust
      Account was approximately $39,967,973, 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 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.
      We believe that the funds available to us outside of the Trust Account, together
      with the $600,000 of interest income released to us on June 28, 2007 for working
      capital purposes, should be sufficient to allow us to operate for at least
      the
      next 15 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.




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 Public
      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 and were repaid out of the proceeds of our
      Public Offering. On August 9, 2006, Richard Chang and David Y. Chen, each one
      of
      our officers and a 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 Public Offering. These notes and the accrued interest thereon
      were repaid out of the proceeds of our 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 Public 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.





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




18




From
      inception through September 30, 2007, we earned interest income of $1,429,630,
      most of which was earned on funds held in the Trust Account since the Public
      Offering. We also paid $10,447 of interest expenses related to notes payables
      since inception through September 30, 2007.





**Off-Balance
      Sheet Arrangements**




We
      have
      never entered into any off-balance sheet financing arrangements and have never
      established any special purpose entities. We have not guaranteed any debt or
      commitments of other entities or entered into any options on non-financial
      assets.




**Contractual
      Obligations.**




We
      do not
      have any long term debt, capital lease obligations, operating lease obligations,
      purchase obligations or other long term liabilities.




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, 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 commercial 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, commodity
      prices, equity prices or other market-driven rates or prices. The net proceeds
      of our Public Offering held in the Trust Account have been invested only in
      money market funds meeting certain conditions under Rule 2a-7 promulgated under
      the Investment Company Act of 1940. Given our limited risk in our exposure
      to
      money market funds, we do not view the interest rate risk to be significant.




**ITEM
      4. CONTROLS AND PROCEDURES**




An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      September 30, 2007 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 accumulated and
      communicated to our management (including such officers) as appropriate to
      allow
      timely decisions regarding required disclosure and recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms. During the period covered by this Quarterly
      Report on Form 10-Q, there has been no significant 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.




19




**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




None




**ITEM
      1A. RISK FACTORS**




In
      addition to the other information set forth in this report, you should carefully
      consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual
      Report on Form 10-K for the year ended December 31, 2006, which could materially
      affect our business, financial condition or future results. The risks described
      in our Annual Report on Form 10-K is not the only risks facing our Company.
      Additional risks and uncertainties not currently known to us or that we
      currently deem to be immaterial also may materially adversely affect our
      business, financial condition and/or operating results.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**




On
      December 20 and December 27, 2006, the Company consummated a Private Placement
      and our 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 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 Public 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, the Company consummated the sale of 900,000 units pursuant
      to
      the exercise by the underwriters of the over-allotment option the Company
      granted to the underwriters in the Company’s Ppublic 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.





During
      the quarter ended September 30, 2007, we used the following amounts from the
      proceeds of the Public Offering: $42,178 for professional fees, $63,164 for
      franchise taxes and $237,635 for general and administrative expenses .




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None




20




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None




**ITEM
      5. OTHER INFORMATION**




None




**ITEM
      6. EXHIBITS**




Exhibit
                No.
            
            Description31.1
            
            Certification
                of the Chief Executive Officer (Principal Executive Officer) pursuant
                to
                Rule 13a-14(a) of the Securities Exchange Act, as
                amended31.2
            
            Certification
                of the Chief Financial Officer and (Principal Financial Officer)
                pursuant
                to Rule 13a-14(a) of the Securities Exchange Act, as
                amended32.1
            
            Certification
                of the Chief Executive Officer (Principal Executive Officer) and
                Chief
                Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C.
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of 2002
                .




21


**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.




SHINE
                MEDIA ACQUISITION CORPORATIONNovember
                9, 2007
            By:
            /s/
                David Y. Chen**David
                Y. Chen Chief**
              **Executive
                Officer and President****(principal
                executive officer)**




November
                9, 2007
            By:
            /s/
                Hock S. Ong**Hock
                S. Ong**
              **Chief
                Financial Officer (principal financial and accounting
                officer)**




22