UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-Q/A


(Amendment
No. 2)




(Mark
One)




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





For
the quarterly period ended March 31, 2008





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 CORP.


(Exact name of
registrant as specified in its charter)




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




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





(86) 21 6391
6188


(Registrant’s
Telephone Number, Including Area Code)





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 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 Exchange Act).  Yes  x  No  o





There
were 8,758,333 shares of the Registrant’s common stock issued and outstanding as
of April 25, 2008.









EXPLANATORY
NOTE





This
Amendment No. 2 on Form 10-Q/A amends the Company’s Quarterly Report on Form
10-Q for the period ended March 31, 2008, filed with the Securities and Exchange
Commission (“SEC”) on May 5, 2008 (the “Original Quarterly Report”), which was
subsequently amended by Amendment No. 1, filed with the SEC on August 21, 2008.
This Amendment revises management’s conclusion as to the effectiveness of the
Company’s disclosure controls and procedures as of March 31, 2008 in Item 4. We
are also re-filing Exhibit 31.1, Section 302 Certification – Principal Executive
Officer and Exhibit 31.2, Section 302 Certification – Principal Financial
Officer, as required by Rule 12b-15 of the Securities Exchange Act of 1934 (the
“Exchange Act”). As permitted by, and in accordance with Staff guidance, because
the Company is not including financial statements in this Amendment, paragraph 3
of each of these certifications has been removed.





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





TABLE
OF CONTENTS


PagePART IItem 4.
                                      Controls and Procedures
                                      
                                      
                                      3PART IIItem 6.
                                      Exhibits
                                      
                                      
                                      4




PART
I





Item
4. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





The term
“disclosure controls and procedures,” as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act, means controls and other procedures of a
company that are designed to ensure that information required to be disclosed by
a company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported, within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files and submits
under the Exchange Act is accumulated and communicated to the company’s
management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required
disclosure.





Our
management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures as of March 31, 2008. Based on that evaluation, our management,
including our chief executive officer and chief financial officer, has concluded
that, as of March 31, 2008, our disclosure controls and procedures were not
effective because (A) our annual financial statements for the year ended
December 31, 2007 had a mistake in (i) the Statement of Cash Flows and the
supplemental information thereto by not reporting $1,647 of interest paid in
2007; and (ii) the Statement of Stockholders’ Equity by reporting the
reclassification of 179,910 shares of common stock subject to possible
redemption as an $417,574 increase to Additional Paid-In Capital instead of a
$1,462,726 decrease to Additional Paid-In Capital; and (B) our interim financial
statements for the period ended March 31, 2008 needed to be restated to give
effect to the changes to the opening balances as a result of the above-mentioned
restatement of our financial statements for the year ended December 31, 2007,
and to correct a mistake in the Statement of Cash Flows by under reporting net
income (and consequently over reporting increase in accrued expenses) by $24,318
for the three month period ended March 31, 2008.


We
remedied the failure of our disclosure controls and procedures by amending our
Annual Report on Form 10-K for the year ended December 31, 2007 and our
Quarterly Report on Form 10-Q for the period ended March 31, 2008 and reissuing
our annual financial statements for the year ended December 31, 2007 and our
interim financial statements for the period ended March 31, 2008, respectively,
to correct these errors.





Remediation





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





Changes
in Internal Control Over Financial Reporting





During
the period covered by this Quarterly Report on Form 10-Q, 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.


3


PART II




Item
      6. ExhibitsExhibit
      (31.1) – Section 302 Certification – Principal Executive
      OfficerExhibit
      (31.2) – Section 302 Certification – Principal Financial
      Officer





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Amendment No. 2 to the Quarterly Report on Form 10-Q/A to be
signed on its behalf by the undersigned, thereunto duly authorized, on this 8th
day of December 2008.




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




4