**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
  **FORM
        10-Q/A1**
  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 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 April 25, 2008.
  
 
 Explanatory
        Note
 
 The
        purpose of this Amendment No. 1 on Form 10-Q/A is to respond to comments
        received from the Securities and Exchange Commission’s Division of Corporation
        Finance in its letter dated July 23, 2008 regarding our previously filed
        Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008,
        filed
        with the Securities and Exchange Commission on May 5, 2008 (“Original Form
        10-Q”). This amendment amends the following:
  •
The
        Statements of Cashflow has been revised to correct an error in the transfer
        from
        the Balance Sheet of Net income of $119,038, as opposed to $94,720, for the
        three month period ended March 31, 2008, and $624,492, as opposed to $600,174,
        for the period from inception to March 31, 2008. Accordingly, Increase in
        accrued expenses has been revised from $82,168 to $57,850 for the three month
        period ended March 31, 2008, and from $721,332 to $697,014 for the period
        from
        inception to March 31, 2008. There has been no change to Net cash used in
        operating activities; and
  •
The
        Section 302 certifications has been revised so as to comply with the language
        required by Item 601(31) of Regulation S-K.
  There
        are
        no other changes to the Original Form 10-Q thereto other than those outlined
        above. Except as required to reflect the changes noted above, this Amendment
        No.
        1 on Form 10-Q/A does not attempt to modify or update any other disclosures
        set
        forth in our Original Form 10-Q. Furthermore, this Amendment No. 1 on Form
        10-Q/A does not purport to provide a general update or discussion of any
        other
        developments of the Company subsequent to the filing of the Original Form
        10-Q.
  2
 
 **Shine
        Media Acquisition Corporation Index to Form 10-Q**
 
 Part
                  I.
              
              Financial
                  Information
              
              4Item
                  1. Financial Statements
              
              4Balance
                  Sheets as of March 31, 2008 (Unaudited) and December 31,
                  2007
              
              4Statements
                  of Income for the three month periods ended March 31, 2008 and
                  2007 and
                  the period from inception to March 31, 2008 (Unaudited)
              
              5Statements
                  of stockholders’ equity for the period from inception to March 31, 2008
                  (Unaudited)
              
              6Statements
                  of Cash Flow for the three month periods ended March 31, 2008 and
                  2007 and
                  the period from inception to March 31, 2008 (Unaudited)
              
              7Notes
                  to Financial Statements (Unaudited)
              
              8Item
                  2. Management’s Discussion and Analysis of Financial Condition and Results
                  of Operations
              
              17Item
                  3. Quantitative and Qualitative Disclosures About Market Risk
              
              21Item
                  4. Controls and Procedures
              
              21Part
                  II.
              
              Other
                  Information
              
              22Item
                  1. Legal Proceedings
              
              22Item
                  1A. Risk Factors
              
              22Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              22Item
                  3. Defaults Upon Senior Securities
              
              22Item
                  4. Submission of Matters to a Vote of Security Holders
              
              22Item
                  5. Other Information
              
              23Item
                  6. Exhibits
              
              23SIGNATURES
              
              24
  3
  **PART
        I - FINANCIAL INFORMATION**
  **ITEM
        1. FINANCIAL STATEMENTS**
 
 **SHINE
        MEDIA ACQUISITION CORPORATION**
 **(a
        development stage company)**
 **BALANCE
        SHEETS**
 
 **March 31, 2008**
              
              **December 31, 2007****(Unaudited)****ASSETS****Current
                  assets:**Cash
                  & cash equivalents
              
              $
              419,351
              
              $
              550,487Cash
                  in trust
              
              
              40,623,418
              
              
              40,334,785Prepaid
                  expenses
              
              
              34,250
              
              
              47,867Due
                  from stockholders
              
              
              -
              
              
              2,952Total
                  Assets
              
              $
              41,077,019
              
              $
              40,936,091**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  liabilities:**Accrued
                  expenses
              
              $
              688,213
              
              $
              630,363Accrued
                  offering costs
              
              
              1,087,229
              
              
              1,087,229Total
                  Liabilities
              
              
              1,775,442
              
              
              1,717,592Common
                  stock subject to possible redemption - 1,379,310 shares at redemption
                  value
              
              
              6,182,624
              
              
              6,182,624**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
                  8,758,333 shares as at March 31,2008 and December 31, 2007
              
              
              876
              
              
              876Paid-in
                  capital in excess of par
              
              
              32,510,155
              
              
              32,510,155Comprehensive
                  gain /(loss)
              
              
              (16,569
              )
              
              19,390Retained
                  earnings during the development stage
              
              
              624,492
              
              
              505,454Total
                  stockholders' equity
              
              
              33,118,953
              
              
              33,035,875Total
                  liabilities and stockholders' equity
              
              $
              41,077,019
              
              $
              40,936,091
 
 See
        accompanying notes to these unaudited condensed financial
        statements
  4
 
 **SHINE
        MEDIA ACQUISITION CORPORATION**
 **(a
        development stage company)**
 **STATEMENTS
        OF INCOME**
 (Unaudited)
 
 **Three Months Periods ended**
              
              **For the Period from**
                **June 24, 2005**
                **(Inception) to****March**
                **31, 2008****March 31,**
                **2008**
              
              **March 31,**
                **2007****Revenue**
              
              $
              -
              
              $
              -
              
              $
              -**Operating
                  Costs**Professional
                  fees
              
              
              (55,564
              )
              
              (26,274
              )
              
              (158,163
              )Franchise
                  tax
              
              
              (25,000
              )
              
              (1,664
              )
              
              (190,664
              )Other
                  operating costs
              
              
              (64,487
              )
              
              (88,945
              )
              
              (440,051
              )**Total
                  operating costs**
              
              
              **(145,051**
              **)**
              
              **(116,883**
              **)**
              
              **(788,878**
              **)**Interest
                  income
              
              
              325,411
              
              
              449,508
              
              
              2,074,874Interest
                  expense
              
              
              -
              
              
              -
              
              
              (10,447
              )**Net
                  income**
              
              
              **180,360**
              
              
              **332,625**
              
              
              **1,275,549**Provision
                  for income tax
              
              
              61,322
              
              
              -
              
              
              651,057**Net
                  income after tax**
              
              $
              119,038
              
              $
              332,625
              
              $
              624,492Weighted
                  average shares outstanding (basic )
              
              
              8,758,333
              
              
              8,454,962Weighted
                  average shares outstanding (diluted)
              
              
              10,170,541
              
              
              8,454,962Net
                  income per share (basic)
              
              $
              0.01
              
              $
              0.04Net
                  income per share (diluted)
              
              $
              0.01
              
              $
              0.04
 
 See
        accompanying notes to these unaudited condensed financial
        statements
  5
 
 **SHINE
        MEDIA ACQUISITION CORPORATION**
 **(a
        development stage company)**
 **STATEMENT
        OF STOCKHOLDERS' EQUITY**
 **For
        the period from June 24, 2005 (Inception) to March 31,
        2008**
 **Unaudited**
 
 **Income/(deficit)****Accumulated****Common**
              
              
              
              **Additional**
              
              
              
              **During the****Stock**
                  **Shares**
              
              **Amount**
              
              **Paid-In**
                  **Capital**
              
              **Comprehensive**
                **Gain/loss**
              
              **Development**
                **Stage**
              
              **Stockholders'**
                **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
              
              
              -
              
              
              -
              
              
              800,000Shares
                  issued in public offering
              
              
              6,000,000
              
              
              600
              
              
              32,788,232
              
              
              -
              
              
              -
              
              
              32,788,829Shares
                  reclassified to "common stock (1,199,400) subject to possible
                  redemption"
              
              
              -
              
              
              -
              
              
              (6,600,198
              )
              
              -
              
              
              -
              
              
              (6,600,198
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (136,906
              )
              
              (136,906
              )Balance
                  at December 31, 2006
              
              
              7,633,333
              
              
              763
              
              
              27,012,869
              
              
              -
              
              
              (142,800
              )
              
              26,870,831Shares
                  issued for underwriter's overallotment
              
              
              900,000
              
              
              90
              
              
              5,210,910
              
              
              -
              
              
              -
              
              
              5,211,000Shares
                  issued for management option
              
              
              225,000
              
              
              23
              
              
              3,803
              
              
              -
              
              
              -
              
              
              3,825Shares
                  reclassified to "common stock (179,910) subject to possible
                  redemption"
              
              
              -
              
              
              -
              
              
              417,574
              
              
              -
              
              
              -
              
              
              417,574Deferred
                  underwriter’s commission
              
              
              -
              
              
              -
              
              
              (135,000
              )
              
              -
              
              
              -
              
              
              (135,000
              )Comprehensive
                  gain
              
              
              -
              
              
              -
              
              
              -
              
              
              19,390
              
              
              -
              
              
              19,390Net
                  Income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              648,254
              
              
              648,254Balance
                  at December 31,2007
              
              
              8,758,333
              
              
              876
              
              
              32,510,155
              
              
              19,390
              
              
              505,454
              
              
              33,035,875Comprehensive
                  Loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (35,959
              )
              
              -
              
              
              (35,959
              )Net
                  Income
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              119,038
              
              
              119,038Balance
                  at March 31, 2008
              
              $
              8,758,333
              
              $
              876
              
              $
              32,510,155
              
              $
              (16,569
              )
              $
              624,492
              
              
              33,118,953
 
 See
        accompanying notes to these unaudited condensed financial
        statements.
  6
 
 **SHINE
        MEDIA ACQUISITION CORPORATION**
 **(a
        development stage company)**
 **STATEMENTS
        OF CASHFLOW**
 **(Unaudited)**
 
 **Three month periods ended**
              
              **For the period from**
                **June 24, 2005**
                **(Inception) to March**
                **31, 2008****Mar
                  31,2008**
              
              **Mar
                  31,2007****Cash
                  flow from operating activities**Net
                  income
              
              $
              119,038
              
              $
              332,625
              
              $
              624,492Adjustments
                  to reconcile net income to net cash used in operating
                  expenses:Interest
                  earned on funds held in trust
              
              
              (324,593
              )
              
              (449,508
              )
              
              (1,511,489
              )Increase
                  in accrued offering expenses
              
              
              -
              
              
              (170,000
              )
              
              (88,272
              )Increase
                  in other receivable
              
              
              (3,883
              )
              
              -
              
              
              (5,514
              )(Increase)/
                  decrease in prepaid expenses
              
              
              17,500
              
              
              (87,500
              )
              
              (28,736
              )Increase/
                  (decrease) in accrued expenses
              
              
              57,850
              
              
              (53,412
              )
              
              697,014**Net
                  cash used in operating activities**
              
              
              (134,088
              )
              
              (427,795
              )
              
              (312,505
              )**Cash
                  flow from investing activities**Payment
                  to trust account
              
              
              -
              
              
              (5,211,000
              )
              
              (39,128,500
              )**Cash
                  flows from financing activities**Proceeds
                  from:Initial
                  sale of common stock
              
              
              -
              
              
              -
              
              
              25,000Private
                  placement
              
              
              -
              
              
              -
              
              
              800,000Public
                  offering
              
              
              -
              
              
              -
              
              
              36,000,000Underwriter's
                  option
              
              
              -
              
              
              -
              
              
              100Underwriter's
                  overallotment
              
              
              -
              
              
              5,400,000
              
              
              5,400,000Management
                  option
              
              
              -
              
              
              3,825
              
              
              3,825Rceceipts
                  (payments) to stockholder
              
              
              2,952
              
              
              (58,541
              )
              
              2Payment
                  of offering costs
              
              
              -
              
              
              (189,000
              )
              
              (2,359,771
              )Payment
                  of interest on notes payable, stockholders
              
              
              -
              
              
              -
              
              
              (8,800
              )**Net
                  cash provided by financing activities**
              
              
              2,952
              
              
              5,156,284
              
              
              39,860,356**Net
                  increase (decrease) in cash & cash
                  equivalents**
              
              
              (131,136
              )
              
              (482,511
              )
              
              419,351**Cash
                  & cash equivalents, beginning of period**
              
              
              550,487
              
              
              773,484
              
              
              -**Cash
                  & cash equivalents, end of period**
              
              $
              419,351
              
              $
              290,973
              
              $
              419,351
 
 See
        accompanying notes to these unaudited condensed financial statements.
  7
 
 **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 Corporation (“we”, “us”, “our” or the “Company”) is a blank
        check company organized under the laws of the State of Delaware on June 24,
        2005. We were formed to acquire direct or indirect ownership through a merger,
        capital stock exchange, asset or stock acquisition or other similar business
        combination, or control through contractual arrangements, of one or more
        operating businesses in China.
 
 The
        company has not acquired an entity as of March 31, 2008. 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 March 31, 2008, statement of operations for the three month
        periods ended March 31, 2008 and 2007 and for the period from inception to
        March
        31, 2008, and statement of cash flows for the three month periods ended March
        31, 2008 and 2007 and for the period from inception to March 31, 2008 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 March 31, 2008, the results of its operation
        for
        the three months ended March 31, 2008 and 2007 and for the period from inception
        to March 31, 2008, the statement of cash flows for the three months ended
        March
        31, 2008 and 2007 and for the period from inception to March 31,
        2008.
 
 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, 2007 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, 2007. 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 three month periods ended March 31, 2008 are not necessarily
        indicative of the results to be expected for the full fiscal year ending
        December 31, 2008.
 
 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.
  8
 
 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 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.
  9
 
 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).
 
 **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.
  10
  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.
 
 In
        December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
        Consolidated Financial Statements”. This Statement amends ARB 51 to establish
        accounting and reporting standards for the noncontrolling (minority) interest
        in
        a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
        a
        noncontrolling interest in a subsidiary is an ownership interest in the
        consolidated entity that should be reported as equity in the consolidated
        financial statements. SFAS No. 160 is effective for the Company’s fiscal year
        beginning October 1, 2009. Management is currently evaluating the effect
        of this
        pronouncement on financial statements.
  11
 
 In
        December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
        Statement replaces SFAS No. 141, Business Combinations. This Statement retains
        the fundamental requirements in Statement 141 that the acquisition method
        of
        accounting (which Statement 141 called the purchase method) be used for all
        business combinations and for an acquirer to be identified for each business
        combination. This Statement also establishes principles and requirements
        for how
        the acquirer: a) recognizes and measures in its financial statements the
        identifiable assets acquired, the liabilities assumed, and any noncontrolling
        interest in the acquiree; b) recognizes and measures the goodwill acquired
        in
        the business combination or a gain from a bargain purchase and c) determines
        what information to disclose to enable users of the financial statements
        to
        evaluate the nature and financial effects of the business combination. SFAS
        No.
        141(R) will apply prospectively to business combinations for which the
        acquisition date is on or after Company’s fiscal year beginning October 1, 2009.
        While the Company has not yet evaluated this statement for the impact, if
        any,
        that SFAS No. 141(R) will have on its consolidated financial statements,
        the
        Company will be required to expense costs related to any acquisitions after
        September 30, 2009.
 
 In
        March,
        2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
        Instruments and Hedging Activities”. The new standard is intended to improve
        financial reporting about derivative instruments and hedging activities by
        requiring enhanced disclosures to enable investors to better understand their
        effects on an entity’s financial position, financial performance, and cash
        flows. It is effective for financial statements issued for fiscal years and
        interim periods beginning after November 15, 2008, with early application
        encouraged. The new standard also improves transparency about the location
        and
        amounts of derivative instruments in an entity’s financial statements; how
        derivative instruments and related hedged items are accounted for under
        Statement 133; and how derivative instruments and related hedged items affect
        its financial position, financial performance, and cash flows. FASB Statement
        No. 161 achieves these improvements by requiring disclosure of the fair values
        of derivative instruments and their gains and losses in a tabular format.
        It
        also provides more information about an entity’s liquidity by requiring
        disclosure of derivative features that are credit risk-related. Finally,
        it
        requires cross-referencing within footnotes to enable financial statement
        users
        to locate important. Based on current conditions, the Company does not expect
        the adoption of SFAS 161 to have a significant impact on its results of
        operations or financial position.
 
 **NOTE
        4 — OFFERING AND PRIVATE PLACEMENT**
 
 On
        December 20, 2006, the Company’s officers and directors purchased, individually
        or through entities controlled by them, an aggregate of 133,333 units in
        the
        Private Placement at $6.00 per unit for an aggregate of $800,000.
 
 On
        December 27, 2006, the Company consummated its Public Offering by selling
        6,000,000 Units at a price of $6.00 per Unit to the public. Each Unit consists
        of one share of the Company’s common stock, $.0001 par value, and two Redeemable
        Common Stock Purchase Warrants (“Warrants”). Each Warrant will entitle the
        holder to purchase from the Company one share of common stock at an exercise
        price of $5.00 commencing the later of the completion of a business combination
        with a target business or December 20, 2007 and expiring December 20, 2010.
        An
        additional 900,000 units may be issued on exercise of a 45-day option granted
        to
        the underwriters to cover any over-allotments. After the Warrants become
        exercisable, the Warrants will be redeemable by the Company at a price of
        $.01
        per Warrant upon 30 days notice, but only in the event that the last sale
        price
        of the common stock is at least $8.50 per share for any 20 trading days within
        a
        30 trading day period ending on the third day before the Company sends the
        notice of redemption.
  12
 
 On
        January 25, 2007, the Company consummated the sale of 900,000 units pursuant
        to
        the exercise of the over-allotment option the Company granted to the
        underwriters of the Company’s initial public offering. The units were sold at an
        offering price of $6.00 per unit, generating aggregate gross proceeds of
        $5,400,000. After deducting the underwriting discounts and commissions,
        $5,211,000 was deposited into the trust account, which includes $135,000
        of
        deferred underwriting compensation that will be paid to underwriters if a
        business combination is consummated.
 
 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.
 
 **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%. On December 28, 2007, the Company reinvested
        $40,314,411.17 to purchase 3 months US T-Bill at an annualized interest rate
        of
        3.22%.
 
 As
        of
        March 31, 2008, the balance of Trust Account was $40,623,418.
  13
  **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 March 31, 2008, the
        net
        balance is $17,500.
 
 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 March 31, 2008, the
        balance
        is $7,703.
 
 The
        Company also prepaid $9,047 to the CEO and the CFO as traveling and
        accommodation expenses.
 
 **NOTE
        7 — ACCRUED EXPENSES**
 
 As
        of
        March 31, 2008, accrued expenses also included audit fees of $5,000 and other
        consulting fee of $7,155 and provision for income tax of $676,057.
 
 **NOTE
        8 — STOCKHOLDERS’ EQUITY**
 
 In
        connection with the Public Offering, the Company paid an underwriting discount
        of 3.5% of the gross offering proceeds and a nonaccountable expense allowance
        of
        1.0% the gross offering proceeds, to the underwriters at the closing of the
        Public Offering. The underwriters have agreed to defer additional underwriting
        fees (inclusive of interest, net of taxes payable) equal to 2.5% of the gross
        proceeds of the offering, or approximately $900,000 (assuming no exercise
        of the
        over-allotment option), until the consummation of the initial business
        combination. On January 25, 2007, the Company consummated the sale of 900,000
        units pursuant to the exercise of the over-allotment option the Company granted
        to the underwriters of the Company’s initial public offering. The underwriters
        also agreed to deposit $135,000 of deferred underwriting compensation into
        the
        trust account. Upon the consummation of the initial business combination,
        the
        Company will pay such deferred fees held in trust at JPMorgan Chase NY Bank,
        maintained by Continental Stock Transfer & Trust Company acting as trustee,
        and that amount will not be available for use to acquire an operating business.
        In the event that a business combination is not consummated within the required
        time period, that amount will be included in the distribution to the public
        stockholders of the proceeds held in trust.
 
 On
        December 27, 2006, the Company sold to Merriman Curhan Ford & Co., the
        representative of the underwriters, for $100, a previously granted option
        to
        purchase up to a total of 360,000 units. This option is exercisable at $7.50
        per
        unit commencing on the later of the consummation of a business combination
        and
        one year from the date of our prospectus and expiring 4 years from the date
        of
        our prospectus. This option also contains a cashless exercise feature that
        allows the holder or holders of the option to receive units on a net exercise
        basis. The units issuable upon exercise of this option are identical to those
        offered by our prospectus except that the warrants included in the option
        have
        an exercise price of $6.25 (125% of the exercise price of the warrants included
        in the units sold in the offering). The option and the 360,000 units, the
        360,000 shares of common stock and the 720,000 warrants underlying such units,
        and the 720,000 shares of common stock underlying such warrants, have been
        deemed compensation by the National Association of Securities Dealers (“NASD”)
        and are therefore subject to lock-up under Rule 2710(g)(1) of the NASD Conduct
        Rules, pursuant to which the option may not be sold, transferred, assigned,
        pledged or hypothecated for a period of 180 days following the date of our
        prospectus. However, the option may be transferred to any underwriter and
        selected dealer participating in the offering and their bona fide officers
        or
        partners.
  14
 
 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 assumption of a
        contractual life of four years is based on the maximum term during which
        the
        option may be exercisable, and during which the option may be sold, assigned,
        pledged or hypothecated, other than to any underwriter and selected dealer
        participating in the offering and their bona fide officers or partners. Although
        an expected life of four years was used in the calculation of the fair value
        of
        the option, if the Company does not consummate a business combination within
        the
        prescribed time period and we liquidate, the option will become
        worthless.
  On
        April
        27, 2006 the Company granted options to its founding shareholders and directors
        to maintain their ownership of 20% of our outstanding shares (including the
        shares purchased in the private placement) after the Public Offering in the
        event that the underwriter exercised their over allotment option. Such options
        had an exercise price of $0.017 per share and vested upon the exercise of
        the
        over-allotment options given to the underwriter in the Public Offering. On
        January 25, 2007, the over-allotment option was fully exercised by the
        underwriters. Thereafter, our Pre-IPO Stockholders elected to fully exercise
        their options. The Company issued 225,000 shares of our common stock to those
        Pre-IPO Stockholders and received net proceeds of $3,825.
 
 As
        of
        March 31, 2008, the Company had authorized 89,000,000 shares of common stock,
        par value $0.0001 per share. Number of shares issued and outstanding was
        8,758,333. Number of warrants issued and outstanding was
        11,158,358.
 
 Number of
                Warrants
              
              Weighted
                Average
                Exercise
                Price
              
              Aggregate
                Intrinsic
                ValueOutstanding
                  December 31, 2007
              
              
              11,158,358
              
              $
              5.00
              
              $
              5,244,429Issued
                  during the period
              
              
              -
              
              
              -
              
              
              =Expired
              
              
              -
              
              
              -
              
              
              ==Exercised
              
              
              -
              
              
              -
              
              
              =Outstanding
                  March 31, 2008
              
              
              11,158,358
              
              $
              5.00
              
              $
              6,360,264
 
  15
 
 Following
        is a summary of the status of warrants outstanding at March 31,
        2008:
 
 Exercise
                Price
              
              Total
                Warrants
                Outstanding
              
              Weighted
                Average
                Remaining
                Life (Years)
              
              Weighted
                Average
                Exercise Price
              
              Warrants
                Exercisable
              
              Weighted Average
                Exercise Price of
                Exercisable
                Warrants$5.00
              
              11,158,358
              
              
              2.75
              
              $
              5.00
              
              11,158,358
              
              $
              5.00
 
 **NOTE
        9 — COMMON STOCK RESERVED FOR ISSUANCE**
  At
        March
        31, 2008, 15,146,666 shares of common stock were reserved for issuance upon
        exercise of options and warrants.
  **NOTE
        10 — 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.
 
 **NOTE
        11 — 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
        12 — INCOME TAXES**
  The
        Company utilizes SFAS No. 109, “Accounting for Income Taxes”, which requires the
        recognition of deferred tax assets and liabilities for the expected future
        tax
        consequences of events that have been included in the financial statements
        or
        tax returns. Under this method, deferred income taxes are recognized for
        the tax
        consequences in future years of differences between the tax bases of assets
        and
        liabilities and their financial reporting amounts at each period end based
        on
        enacted tax laws and statutory tax rates applicable to the periods in which
        the
        differences are expected to affect taxable income. Valuation allowances are
        established, when necessary, to reduce deferred tax assets to the amount
        expected to be realized.
 
 The
        following is details of income tax expense:
 
 03/31/2008
              
              U.S.
              
              State
              
              TotalCurrent
              
              $
              61,322
              
              $
              0
              
              $
              61,322Deferred
              
              
              -
              
              
              -
              
              
              -Total
              
              $
              61,322
              
              $
              0
              
              $
              61,322
  16
 
 12/31/2007
              
              U.S.
              
              State
              
              TotalCurrent
              
              $
              589,735
              
              $
              0
              
              $
              589,735Deferred
              
              
              -
              
              
              -
              
              
              -Total
              
              $
              589,735
              
              $
              0
              
              $
              589,735
 
 Reconciliation
        of the differences between the statutory U.S. Federal income tax rate and
        the
        effective rate is as follows:
 
 03/31/2008
              
              12/31/2007US
                  statutory tax rate
              
              
              34
              %
              
              34
              %Effective
                  rate
              
              
              34
              %
              
              34
              %
 
  **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.
  17
 
 Our
        initial business combination must be with one or more operating businesses
        whose
        fair market value, collectively, is equal to at least 80% of our net assets
        at
        the time of such acquisition. This business combination may be accomplished
        by
        identifying and acquiring a single business or multiple operating businesses
        contemporaneously.
 
 We
        intend
        to utilize cash derived from the proceeds of our recently completed Public
        Offering, our capital stock, debt or a combination of cash, capital stock
        and
        debt, in effecting a business combination.
 
 There
        is
        no limitation on our ability to raise funds privately or through loans that
        would allow us to acquire a company or companies with a fair market value
        in
        excess of 80% of our net assets at the time of the acquisition; however,
        we have
        no current plans or agreements to enter into any such financing arrangements.
        We
        may acquire less than a 100% interest (but will not acquire less than a
        controlling interest) in one or more target businesses for our initial business
        combination, in which case the aggregate fair market value of the interest
        or
        interests we acquire must equal at least 80% of our net assets at the time
        of
        such acquisition. The fair market value of an interest in a target business
        will
        be calculated based on the fair market value of the portion of the business
        we
        acquire and not on the fair market value of the business as a
        whole.
 
 At
        of
        March 31, 2008, 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.
 
 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 Three Month Periods Ended March 31, 2008**
  For
        the three month periods ended March 31, 2008, we earned interest income of
        $325,411. For the same periods ended March 31, 2007, our interest income
        was
        $449,508. The
        interest income was mostly generated by the funds in the trust account into
        which the proceeds of our initial public offering (including over-allotment
        proceeds) and the December 2007 private placement and the exercise of the
        over-allotment option were deposited. Such income may only be released from
        the
        trust account to be used to pay the taxes thereon, and up to $600,000 of
        such
        income, subject to the tax obligations, may be released for use in connection
        with the identification and consummation of a business combination. This
        amount
        of $600,000 was released to the Company on June 28, 2007.
  18
 
 Our
        operating expenses during the three month were $145,051, of which $55,564
        was
        for professional fees, $25,000 was for franchise tax and $64,487 was for
        other
        operating costs. We
        also
        have provided for $61,322 in income taxes. For
        the comparative period of 2006, we paid $26,274 for professional fees and
        $1,644
        for franchise taxes and $88,945 for other operating costs.
 
 The
        professional fee incurred during the three months ended March
        31, 2008 were maintain a public listing company and to complete the acquisition
        of an operating business .
 
 We
        had a net gain of $119,038 for the three month periods ended March 31, 2008
        as
        compared to $332,625 during the same period of 2007.
 
 **Liquidity
        and Capital Resources.**
 
 In
        the
        initial public offering consummated on December 27, 2006 and private placement
        consummated on December 20, 2006, including the over-allotment option
        consummated on January 25, 2007, we sold a total of 7,033,333 units, for
        aggregate gross proceeds of $42,199,998. Each unit consisted of one share
        of
        common stock and two warrants. The net proceeds from the sale of these
        units were approximately $38,828,500. The aggregate offering expenses were
        approximately $3,371,498. From the net proceeds of the initial public offering
        and private placement (and not the over-allotment option), $600,000 were
        released to the Company to be used to provide for business, legal and accounting
        due diligence on prospective business combinations and continuing operating
        expenses of the Company until the consummation of a business combination,
        if
        any. From the amount placed on deposit in the trust account, upon consummation
        of a business combination, if any, we will pay to Merriman Curhan Ford &
Co., the underwriter of the initial public offering, an aggregate of deferred
        commissions in the amount of $1,035,000. Of the net proceeds from the initial
        public offering (including the over-allotment) and the private placement,
        we
        deposited $38,228,500 in the trust account for use in connection with the
        acquisition of an operating business. The interest earned on the amount
        deposited in the trust account is available to the Company to pay the income
        taxes on the earned income, and under the terms of the agreement for the
        trust
        account $600,000 was released for other permitted expenses in connection
        with
        the consummation of the business plan.
 
 We
        will
        use substantially all of the net proceeds of our initial public offering
        and
        December 2006 private placement to acquire one or more operating businesses,
        including identifying and evaluating prospective acquisition candidates,
        selecting the target business, and structuring, negotiating and consummating
        the
        business combination. To the extent that our capital stock is used in whole
        or
        in part as consideration to effect a business combination, the proceeds held
        in
        the trust account as well as any other net proceeds not expended may be used
        to
        finance the operations of the target business or target businesses, to pay
        finders fees or other expenses contingent on consummating a business
        combination, or for further acquisitions.
 
 On
        December 28, 2006, the Company purchased $34,766,000 of a US Treasury Bill
        (T-Bill) which was due on June 28, 2007 which paid interest at an annualized
        interest rate of 4.83%. The total cost was $33,917,089. On January 25, 2007,
        $5,211,000 was used to purchase the same US T-Bill which paid interest at
        an
        annualized interest rate of 4.91%. On June 28, 2007, the balance of trust
        account was $40,089,063 which includes interest income from the US T-Bills
        that
        matured on June 28, 2007. On June 28, 2007, the Company withdrew $600,000
        from
        the trust account for business, legal and accounting due diligence expenses
        on
        prospective business combinations and continuing operating expenses. After
        deducting $600,000 for working capital, $39,488,432 was reinvested for 3
        months
        US T-Bill at an annualized interest rate of 4.60%. On September 28, 2007,
        the
        Company reinvested $39,953,218 to purchase 3 months US T-Bill at an annualized
        interest rate of 3.67%. On December 28, 2007, the Company reinvested
        $40,314,411.17 to purchase 3 months US T-Bill at an annualized interest rate
        of
        3.22%.
  19
 
 Since
        December 20, 2006, the Company has paid 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
        sold
        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.
 
 From
        inception through March 31, 2008, we earned interest income of $2,074,874,
        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 March 31, 2008.
 
 We
        believe we will have sufficient available funds outside of the trust account
        to
        operate through the whole year. We do not believe we will need to raise
        additional funds in order to meet the expenditures required for operating
        our
        business prior to consummation of a business transaction. However, we may
        need
        to raise additional funds through a private offering of debt or equity
        securities if such funds are required to consummate a business combination
        that
        is presented to us. We would only consummate such a financing simultaneously
        with the consummation of a business combination.
 
 **Off-Balance
        Sheet Arrangements**
  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.
  20
  **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
        March 31, 2008 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.
  21
  **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, 2007, 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. On January 25,
        2007,
        the Company consummated the public sale of 900,000 additional units pursuant
        to
        the exercise by the underwriters of their over-allotment option granted as
        part
        of the initial public offering. After deducting the underwriting discounts
        and
        commissions, an additional $5,211,000 was deposited into the trust account.
        In
        connection with the initial public offering and exercise of the over-allotment,
        the underwriters agreed to defer payment of approximately $1,035,000 of the
        discounts and commissions on the public sale of the securities, equal to
        2.5% of
        the gross proceeds, which amount will be paid only on consummation of a business
        combination.
 
 During
        the quarter ended March 31, 2008, we used the following amounts from the
        proceeds of the Public Offering: $55,564 for professional fees and $64,487
        for
        general and administrative expenses .
  **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
  None
  **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
  None
  22
  **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
                  .
  23
  **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 CORPORATIONAugust 21, 2008
              By:
              /s/ David Y. Chen**David Y. Chen Chief**
                **Executive Officer and President****(principal executive**
                **officer)**
  August 21, 2008
              By:
              /s/ Hock S. Ong**Hock S. Ong**
                **Chief Financial Officer (principal financial and**
                **accounting
                  officer)**
  24