**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934
              For
                the quarterly period ended March 31,
                2007.




or




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




**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 May
      17, 2007.









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





Part
                I.
            
            Financial
                Information
            
            3Item
                1. Financial Statements
            
            3Balance
                Sheet - Unaudited, as of March 31, 2007 and December 31,
                2006
            
            3Statements
                of operations - Unaudited, for the three month periods ended March
                31,
                2007 and 2006
            
            4Statements
                of stockholders’ equity - Unaudited, for the period from June 24, 2005
                (Inception) to March 31, 2007
            
            5Statements
                of Cash Flows - Unaudited, for the three month periods ended March
                31,
                2007 and 2006
            
            6Notes
                to Financial Statements
            
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            13Item
                3. Quantitative and Qualitative Disclosures About Market Risk
            
            17Item
                4. Controls and Procedures
            
            17Part
                II.
            
            Other
                Information
            
            18Item
                1. Legal Proceedings
            
            18Item
                1A. Risk Factors
            
            18Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            18Item
                3. Defaults Upon Senior Securities
            
            19Item
                4. Submission of Matters to a Vote of Security Holders
            
            19Item
                5. Other Information
            
            19Item
                6. Exhibits
            
            19SIGNATURES
            
            20







2




**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1 - FINANCIAL STATEMENTS (UNAUDITED)**




**SHINE
      MEDIA ACQUISITION CORPORATION**


(A
      development stage company)


**BALANCE
      SHEETS**


**March
      31, 2007**





***March
                31, 2007***
            
            ***December
                31, 2006******(Unaudited)*****ASSETS****Current
                assets:**Cash
                in trust
            
            $
            39,591,660
            
            $
            33,931,152Cash
            
            
            290,973
            
            
            773,484Prepaid
            
            
            87,500
            
            
            -Due
                from stockholders
            
            
            4,082
            
            
            -Total
                Assets
            
            
            39,974,215
            
            
            34,704,636**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities:**Accrued
                expenses
            
            
            85,235
            
            
            138,647Accrued
                offering costs
            
            
            1,005,500
            
            
            1,040,500Due
                to stockholders
            
            
            -
            
            
            54,460Total
                Liabilities
            
            
            1,090,735
            
            
            1,233,607Common
                stock subject to possible redemption - 1,379,310 shares at redemption
                value
            
            
            7,821,687
            
            
            6,600,198Commitments
            
            
            -
            
            
            -**Stockholders'
                equity:**Preferred
                stock, $0.0001 par value, authorized 1,000,000 shares; none
                issued
            
            
            -
            
            
            -Common
                Stock, $0.0001 par value, authorized 89,000,000; issued and outstanding
                -
                7,633,333 shares as at December 31, 2006 and 8,758,333 shares as
                at March
                31,2007
            
            
            876
            
            
            763Paid-in
                capital in excess of par
            
            
            30,871,092
            
            
            27,012,868Accumulated
                gain/(deficit) during the development stage
            
            
            189,825
            
            
            (142,800
            )Total
                stockholders' equity
            
            
            31,061,793
            
            
            26,870,831Total
                liabilities and stockholders' equity
            
            $
            39,974,215
            
            $
            34,704,636




See
      accompanying notes to unaudited condensed financial statements.





3


**SHINE
      MEDIA ACQUISITION CORPORATION**


(A
      development stage company)


**STATEMENT
      OF OPERATIONS**




***Three
                Month Periods ended***
              ***March
                31, 2007***
            
            ***Three
                Month Periods ended***
              ***March
                31, 2006***
            
            ***For
                the Period from June 24, 2005***
              ***(Inception)
                to***
              ***March
                31, 2007******(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***Operating
                CostsProfessional
                fees
            
            $
            (26,274
            )
            $
            -
            
            $
            (60,774
            )Franchise
                tax
            
            
            (1,664
            )
            
            (2,665
            )
            
            (104,164
            )Other
                operating costs
            
            
            (88,945
            )
            
            (1,709
            )
            
            (99,245
            )Total
                operating costs
            
            
            (116,883
            )
            
            (4,374
            )
            
            (264,183
            )Interest
                income
            
            
            449,508
            
            
            328
            
            
            464,455Interest
                expense
            
            
            -
            
            
            (1,677
            )
            
            (10,447
            )Net
                income/(loss)
            
            $
            332,625
            
            $
            (5,723
            )
            $
            189,825Weighted
                average shares outstanding (basic and diluted)
            
            
            8,454,962
            
            
            1,500,000
            
            
            2,507,222Net
                income/( loss) per share (basic and diluted)
            
            $
            0.04
            
            $
            (0.00
            )
            $
            0.08





See
      accompanying notes to unaudited condensed financial statements.




4





**SHINE
                MEDIA ACQUISITION CORP.**(A
                development stage company)**STATEMENT
                OF STOCKHOLDERS' EQUITY**




**For
                the period from June 24, 2005 (Inception) to March 31,
                2007****Deficit****Accumulated****Common
                Stock**
            
            **Additional**
            
            **During
                the****Shares**
            
            **Amount**
            
            **Paid-In****Capital**
            
            **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
            
            
            -
            
            
            799,998Shares
                issued in public offering
            
            
            6,000,000
            
            
            600
            
            
            32,788,231
            
            
            -
            
            
            32,788,831Shares
                reclassified to "common stock subject to possible
                redemption"
            
            
            -
            
            
            -
            
            
            (6,600,198
            )
            
            -
            
            
            (6,600,198
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (136,906
            )
            
            (136,906
            )Balance
                at December 31, 2006
            
            
            7,633,333
            
            
            763
            
            
            27,012,868
            
            
            (142,800
            )
            
            26,870,831Shares
                issued for underwriter's over-allotment
            
            
            900,000
            
            
            90
            
            
            5,210,910
            
            
            -
            
            
            5,211,000Shares
                issued for management option
            
            
            225,000
            
            
            23
            
            
            3,803
            
            
            -
            
            
            3,826Shares
                reclassified to "common stock subject to possible
                redemption"
            
            
            -
            
            
            -
            
            
            (1,221,489
            )
            
            -
            
            
            (1,221,489
            )Deferred
                underwriter’s commission
            
            
            -
            
            
            -
            
            
            (135,000
            )
            
            -
            
            
            (135,000
            )Net
                income
            
            
            
            
            
            
            
            
            
            
            
            332,625
            
            
            332,625Balance
                at March 31,2007
            
            
            8,758,333
            
            $
            876
            
            $
            30,871,092
            
            $
            189,825
            
            $
            31,061,793




5




**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)


**STATEMENT
      OF CASH FLOWS**





**Three
                Month Periods ended*****March 31,2007***
            
            **Three
                Month Periods ended*****March 31,2006***
            
            ***For
                the Period from June 24, 2005(Inception) to March 31,
                2007******Cashflow
                from operating activities***
            
            ***(Unaudited)***
            
            ***(Unaudited)***
            
            ***(Unaudited)***Net
                income/( loss)
            
            $
            332,625
            
            $
            (5,723
            )
            $
            189,825Adjustments
                to reconcile net income/(loss) to net cash used in operating
                expenses:Interest
                earned on funds held in trust
            
            
            (449,508
            )
            
            -
            
            
            (463,160
            )Increase/(Decrease)
                in:Accrued
                offering expenses
            
            
            (170,000
            )
            
            -
            
            
            (170,000
            )Accrued
                expenses
            
            
            (53,412
            )
            
            1,677
            
            
            94,035Increase
                inPrepaid
            
            
            (87,500
            )
            
            -
            
            
            (87,500
            )Net
                cash used in operating activities
            
            
            (427,795
            )
            
            (4,046
            )
            
            (436,800
            )***Cashflow
                from investing activities***Payment
                to trust account
            
            
            (5,211,000
            )
            
            -
            
            
            (39,128,500
            )***Cashflow
                from financing activities***Proceeds
                from initial sale of common stock
            
            
            -
            
            
            -
            
            
            25,000Proceeds
                from private placement
            
            
            -
            
            
            -
            
            
            800,000Gross
                proceeds from public offering
            
            
            -
            
            
            -
            
            
            36,000,000Proceeds
                from underwriter’s option
            
            
            -
            
            
            -
            
            
            100Proceeds
                from underwriter's overallotment
            
            
            5,400,000
            
            
            -
            
            
            5,400,000Proceeds
                from management option
            
            
            3,825
            
            
            -
            
            
            3,825Decrease
                in due to stockholder
            
            
            (58,541
            )
            
            -
            
            
            (4,081
            )Payment
                of interest on notes payable, stockholders
            
            
            -
            
            
            -
            
            
            (8,800
            )Payment
                of offering costs
            
            
            (189,000
            )
            
            -
            
            
            (2,359,771
            )Net
                cash provided by financing activities
            
            
            5,156,284
            
            
            -
            
            
            39,856,273Net
                increase/(decrease) in cash & cash equivalents
            
            
            (482,511
            )
            
            (4,046
            )
            
            290,973**Cash
                & cash equivalents, beginning of period**
            
            
            773,484
            
            
            65,176
            
            
            -**Cash
                & cash equivalents, ending of period**
            
            $
            290,973
            
            $
            61,130
            
            $
            290,973





See
      accompanying notes to unaudited condensed financial statements.




6




**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**





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




*Nature
      of Operations*




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





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




The
      balance sheet at March 31, 2007, statement of operations for the three month
      periods ended March 31, 2007 and 2006 and for the periods from inception to
      March 31, 2007, and statement of cash flows for the three month periods ended
      March 31, 2007 and 2006 and for the periods from inception to March 31, 2007
      are
      unaudited. In the opinion of management, all adjustments (consisting of normal
      adjustments) have been made that are necessary to present fairly the financial
      position of the Company as of March 31, 2007, the results of its operation
      for
      the three month periods ended March 31, 2007 and 2006 and for the periods from
      inception to March 31, 2007, the statement of cash flows for the three month
      periods ended March 31, 2007 and 2006 and for the periods from inception to
      March 31, 2007.





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




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





The
      Company’s management has broad discretion with respect to the specific
      application of the net proceeds of the initial public offering (the “Public
      Offering”) and the private placement (the “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.




7




The
      registration statement for the Company’s 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 the
      Private Placement at $6.00 per unit (each unit consists of one share of common
      stock, $.0001 par value per share, and two warrants, each warrant to purchase
      one share of common stock at an exercise price of $5.00 per share. Hereafter
      referred to as the “Units”) 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. $33,917,500, which
      amount is approximately 94.2% of the gross proceeds of the Public Offering
      in
      the event of the Company’s liquidation (or $5.65 per unit for each of the public
      stockholders), was placed in a trust account (“Trust Account”) at JPMorgan Chase
      NY Bank, maintained by Continental Stock Transfer & Trust Company acting as
      trustee, and invested until the earlier of (i) the consummation of the Company’s
      first business combination; or (ii) the liquidation of the Company. This amount
      includes $900,000 of underwriting compensation to be paid to the
      underwriters, if and only if, a business combination is consummated. The
      liability for this $900,000 is included on the Company's balance sheet under
      accrued offering costs. The placing of funds in the Trust Account may not
      protect those funds from third party claims against the Company. The remaining
      proceeds may be used to pay for business, legal and accounting due diligence
      on
      prospective acquisitions and continuing general and administrative
      expenses.





The
      Company, after signing a definitive agreement for the acquisition of a target
      business, will submit such transaction for stockholder approval. In the event
      that stockholders owning 20% or more of the Company’s common stock sold in the
      Public Offering (which excludes, for this purpose, those persons who were
      stockholders prior to the Public Offering, vote against the business combination
      and exercise of their conversion rights, the business combination will not
      be
      consummated. All of the Company’s stockholders prior to the Public Offering,
      including all of the officers and directors of the Company (“Pre-IPO
      Stockholders”), have agreed to vote their 1,500,000 founding shares of common
      stock, the 133,333 shares comprising the units in the Private Placement and
      any
      shares of common stock acquired by them in the aftermarket in accordance with
      the vote of the majority in interest of all other stockholders of the Company
      (“Public Stockholders”) with respect to any business combination.  After
      consummation of the Company’s first business combination, all of these voting
      safeguards will no longer be applicable.




With
      respect to the first business combination, which is approved and consummated,
      any Public Stockholder who voted against the business combination may demand
      that the Company convert his or her shares into cash. The per share conversion
      price will equal the amount in the Trust Account 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 approximately 19.99% of the aggregate number of
      shares sold in the Public Offering may convert their shares in the event of
      a
      business combination.






8


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 are also contained in the agreement
      governing the Trust Account. 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 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 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 Company’s
      board of directors 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 consolidated financial statements.






9




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





1.
            A
                brief description of the provisions of this statement,


2.
            The
                date that adoption is required, and


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
      July
      2006, the FASB released FASB Interpretation No. 48, Accounting for Uncertainty
      in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN
      48
      clarifies the accounting and reporting for uncertainties in income tax law.
      This
      interpretation prescribes a comprehensive model for the financial statement
      recognition, measurement, presentation and disclosure of uncertain tax positions
      taken or expected to be taken in income tax returns. This statement is effective
      for fiscal years beginning after December 15, 2006. Management is currently
      in
      the process of evaluating the expected effect of FIN 48 on our results of
      operations and financial position.





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.






10




**NOTE
      4 — OFFERING AND STOCK OPTION**





On
      January 25, 2007, we consummated the sale of 900,000 units pursuant to the
      exercise of the over-allotment option the Company granted to the underwriters
      of
      the Company’s Public Offering. The Units are identical to the Units sold in the
      Public Offering and each Unit consists of one share of common stock, $.0001
      par
      value per share, and two warrants, each warrant to purchase one share of common
      stock at an exercise price of $5.00 per share. The Units were sold at an
      offering price of $6.00 per Unit, generating aggregate gross proceeds of
      $5,400,000.





Prior
      to
      the Public Offering, we issued certain of our Pre-IPO Stockholders options
      to
      purchase such additional number of shares as would be necessary to maintain
      their ownership of 20% of our outstanding shares (excluding the shares purchased
      in the Private Placement) after the offering in the event the underwriters
      exercise the over-allotment option. Such options were exercisable at $.017
      per
      share. The options granted to our original shareholders and management to
      purchase 225,000 of common stock at exercise price of $0.017 per share, to
      maintain their respective percentage ownership in the event of the exercise
      of
      the over-allotment by the underwriters, were fully exercised on January 25,
      2007. The Company does not have any option outstanding as of March
      31,2007.





On
      December 27, 2006, the Company sold to Merriman Curhan Ford & Co., the
      representative of the underwriters, for $100, a previously granted option to
      purchase up to a total of 360,000 units. This option is exercisable at $7.50
      per
      unit commencing on the later of the consummation of a business combination
      and
      one year from the date of our prospectus and expiring 4 years from the date
      of
      our prospectus. This option also contains a cashless exercise feature that
      allows the holder or holders of the option to receive units on a net exercise
      basis. The units issuable upon exercise of this option are identical to those
      offered by our prospectus except that the warrants included in the option have
      an exercise price of $6.25 (125% of the exercise price of the warrants included
      in the units sold in the 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.




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




11




**NOTE
      5 — ACCRUED EXPENSES**





On
      July
      12, 2005, the Company issued unsecured promissory notes to a member of its
      board
      of directors and an entity wholly-owned by one member of its board of directors,
      totaling $170,000. On August 9, 2006, the Company issued unsecured promissory
      notes to members of its board of directors and its management team totaling
      $40,000. Each of the notes had an interest rate of 4% per annum. The notes
      were
      fully repaid with the proceeds of the Offering and Private Placement. The
      accrued interest payable as at December 20, 2006, was $10,447, of which $8,800
      was paid to holders of the notes. The outstanding balance of interest of $1,647
      as at March 31, 2007 remains payable to the holders of the notes.





As
      of
      March 31, 2007, accrued expenses included audit fees of $17,000, legal fees
      of
      $36,165, consulting fees of $30,000 to Shine Media Group Limited, an affiliate
      of the Company’s Chief Executive Officer and President, and other expenses of
      $423.





**NOTE
      6 — DUE TO SHAREHOLDERS**





Prior
      to
      December 31, 2006, the Board and management team advanced the Company $54,460
      to
      fund the costs of the Public Offering. These advances bore no interest and
      had
      no definitive repayment terms. The Company paid off these amounts during the
      three month period ended March 31, 2007. The balance was zero at March 31,
      2007.





**NOTE
      7 — SHAREHOLDERS’ EQUITY**





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 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. 179,910 shares or 19.99% of the
      900,000 shares sold pursuant to the over-allotment option was recorded as common
      stock subject to possible redemption. As of March 31, 2006, $7,821,687 or
      1,379,310 shares at $5.56 per share in average, was record as common stock
      subject to possible redemption.






12





On
      April
      27, 2006 the Company granted options to its founding shareholders and directors.
      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. We issued 225,000 shares of our common stock to those Pre-IPO
      Stockholders and received net proceeds of $3,825.





The
      fair
      value of options granted was calculated using the Black-Scholes pricing model.
      The inputs for the Black-Scholes pricing model consist of expected volatility
      of
      15.2%, no expected dividends, and a risk-free interest rate of 4.86%. The
      volatility was calculated using the first 45 days of trading of similar newly
      public companies. On January 25, 2007, which is the day the underwriters
      exercised the over-allotment option, the weighted-average grant-date fair value
      of options granted was $5.48 and total compensation cost was $1,233,000. 
On January 25, 2007, the conditional option became exercisable immediately
      after
      the underwriter exercised its over-allotment option.





**NOTE
      8 — COMMITMENTS**




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




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




At
      March
      31, 2007, 15,146,666 shares of common stock were reserved for issuance upon
      exercise warrants. No options are outstanding as of March 31, 2007.




**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.





**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.






13




**Overview**




We
      were
      formed on June 24, 2005 to acquire direct or indirect ownership through a
      merger, capital stock exchange, asset or stock acquisition or other similar
      business combination, or control through contractual arrangements, of one or
      more operating businesses in the media and advertising industry with their
      principal operations and business in China.





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





We
      intend
      to utilize cash derived from the proceeds of our recently completed initial
      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, 2007, the Company had not yet commenced any operations.




**Critical
      Accounting Policies**




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




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






14




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 Months Period Ended March 31, 2007 and 2006**




Since
      we did not have any operations, all of the income was derived from interest
      income, most of which was earned on funds held in the Trust Account. For the
      three months period ended March 31, 2007, we earned income of $449,508 as
      compared $328 during the same period of 2006. The
      increase in interest income was due to the trust not being funded until the
      closing of our initial public offering at the end of December 2006.





Our
      operating expenses during the period were $ 116,883 ,
      of which $26,274 was for professional fees, $1,644 was for franchise taxes
      and
      $88,945 was for other operating costs .
      And for
      the comparative period of year 2006, we incurred $2,665 of franchise taxes
      and
      $1,709 of other operating costs.





All
      the
      professional fees paid or occurred during the three months ended March 31,
      2006
      were related to our IPO, thus were recorded as deferred offering cost in the
      balance sheet. While the professional fee incurred during the three months
      ended
      March 31, 2007 were the expenses to maintain a public listing company, which
      were recorded as professional fees in the statement of operations.





The
      increase of other operating costs during the three months ended March 31, 2007
      as compared to the same period of 2006 was due to the facts that we started
      our
      efforts to search for target acquisition companies during the three months
      ended
      March 31, 2007, while we just kept a company running during the same period
      of
      2006. Furthermore, we incurred directors and officers’ insurance fee of $17,500
      during the three months ended March 31, 2007.





We
      had a
      net gain of $332,625 for the three months period ended March 31, 2007 as
      compared to a net loss of $5,723 during the same period of 2006. The net gain
      during the three months period ended March 31, 2007 is mainly resulted from
      the
      interest income during such period.





**Liquidity
      and Capital Resources.**




On
      December 20 and December 27, 2006, the Company consummated the Private Placement
      and Public Offering of 133,333 units and 6,000,000 units, respectively. Each
      unit consists of one share of our common stock and two warrants. Each warrant
      entitles the holder to purchase one share of our common stock at an exercise
      price of $5.00 per share. The units sold in our private placement and initial
      public offering were sold at an offering price of $6.00 per unit, generating
      gross proceeds of $800,000 and $36,000,000, respectively. After deducting the
      underwriting discounts and commissions, the placement fee and the offering
      expenses, the net proceeds to us from the offering and the private placement
      were $33,617,500. Of this amount, $600,000 was, released to us to be used to
      provide for business, legal and accounting due diligence on prospective business
      combinations and continuing operating expenses, and the remaining balance of
      $33,017,500 was deposited into a trust account, to be used by us only in
      connection with a business combination. In addition, $900,000 of deferred
      underwriting compensation that will be paid to underwriters if a business
      combination is consummated was also deposited into the trust account.




15




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 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.





Our
      net
      proceeds from the Private Placement, and the sale of the Units in the Public
      Offering and from the exercise of the over-allotment option by the underwriters
      was $38,693,500; after deducting offering expenses of approximately $3,506,500
      which included: a $360,000 non-accountable expense allowance we paid to Merriman
      Curhan Ford & Co, and $662,500 of other expenses related to the Public
      Offering; $2,484,000 of aggregate underwriting discounts from the Public
      Offering and over-allotment exercise. As of March 31, 2007, the amount held
      in
      Trust Account was approximately $39,591,660 which includes the deferred
      underwriting compensation of $1,035,000 and interest income of $463,660 .
      Of our
      net proceeds, $39,128,500 was deposited into the Trust Account and the remaining
      approximately $600,000 was not held in the Trust Account. We will use
      substantially all of the net proceeds of our Public Offering to acquire one
      or
      more operating businesses, including identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating the business combination. To the extent that our
      capital stock is used in whole or in part as consideration to effect a business
      combination, the proceeds held in the Trust Account as well as any other net
      proceeds not expended may be used to finance the operations of the target
      business or target businesses, to pay finders fees or other expenses contingent
      on consummating a business combination, or for further acquisitions. We believe
      that the funds available to us outside of the Trust Account, together with
      interest income of up to $600,000 on the trust account that may be released
      to
      us for working capital purposes, will be sufficient to allow us to operate
      for
      at least the next 24 months. We may need to raise additional funds through
      a
      private offering of debt or equity securities if such funds are required to
      consummate a business combination that is presented to us.




We
      are
      obligated, commencing on December 20, 2006, the effective date of our
      prospectus, to pay to Shine Media Group Limited, an affiliate of David Y. Chen,
      our chief executive officer and president, an aggregate monthly fee of $10,000
      for certain administrative, technology and secretarial services, as well as
      the
      use of certain limited office space in Shanghai. On July 12, 2005, Jean
      Chalopin, one of our board members, and Kilmer International Investments
      Limited, a wholly-owned entity of Robert Hersov, one of our board members,
      advanced to us a total of $170,000 to cover expenses related to the Public
      Offering. In connection with these loans, we issued notes to each of
      Mr. Chalopin and Kilmer International Investments Limited. These notes were
      payable with a 4% annual interest on the earlier of the consummation of the
      offering. These notes and the accrued interest thereon were repaid out of the
      proceeds of our Public Offering. On August 9, 2006, Richard Chang, David Y.
      Chen, 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.




16




We
      have
      agreed to sell to Merriman Curhan Ford & Co., the representative of the
      underwriters, for $100, an option to purchase up to a total of 360,000 Units.
      The Units issuable upon exercise of this option are identical to those offered
      by our prospectus except that the warrants included in the option have an
      exercise price of $6.25 (125% of the exercise price of the warrants included
      in
      the units sold in the Public Offering). This option will also contain a cashless
      exercise feature that allows the holders of the option to use the appreciated
      value of the option to exercise the option without paying cash.





On
      April
      27, 2006 the Company granted option to its founding shareholders and directors.
      Such options have an exercise price of $0.017 per share, vested upon the
      exercise of the over-allotment options by its underwriters. On January 25,
      2007,
      the over-allotment options were fully exercised by the underwriters.
      Consequently, our Pre-IPO Stockholders elected to exercise their options. We
      issued 225,000 shares of our common stock to those Pre-IPO Stockholders and
      received the net proceeds of $3,825.





From
      inception till March 31, 2007, we earned interest income of $464,455, most
      of
      which was earned on funds held in the Trust Account. We also paid $8,800 of
      interest expenses related to note payables since inception till March 31,
      2007.





**Off-Balance
      Sheet Arrangements**




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




**Contractual
      Obligations.**




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




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




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices, and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the Trust
      Account, we may not engage in, any substantive commercial business. Accordingly,
      we are not and, until such time as we consummate a business combination, we
      will
      not be, exposed to risks associated with foreign exchange rates, commodity
      prices, equity prices or other market-driven rates or prices. The net proceeds
      of our initial 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, 2007 was made under the supervision and with the participation of
      our
      management, including our chief executive officer and chief financial officer.
      Based on that evaluation, they concluded that our disclosure controls and
      procedures are effective as of the end of the period covered by this report
      to
      ensure that information required to be disclosed by us in reports that we file
      or submit under the Securities Exchange Act of 1934 is accumulated and
      communicated to our management (including such officers) as appropriate to
      allow
      timely decisions regarding required disclosure and recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms. During the period covered by this Quarterly
      Report on Form 10-Q, there has been no significant change in our internal
      control over financial reporting that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting.






17




**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




None.




**ITEM
      1A. RISK FACTORS**




In
      addition to the other information set forth in this report, you should carefully
      consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual
      Report on Form 10-K for the year ended December 31, 2006, which could materially
      affect our business, financial condition or future results. The risks described
      in our Annual Report on Form 10-K are 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
      July
      12, 2005, the Company completed a private placement whereby certain of our
      officers and directors purchased an aggregate of 1,500,000 shares at $0.017
      per
      share, generating gross proceeds of $25,000.





On
      December 20 and December 27, 2006, the Company consummated the Private Placement
      and Public Offering of 133,333 units and 6,000,000 Units, respectively. Each
      Unit consists of one share of our common stock and two warrants. Each warrant
      entitles the holder to purchase one share of our common stock at an exercise
      price of $5.00 per share. The Units sold in our Private Placement and Public
      Offering were sold at an offering price of $6.00 per Unit, generating gross
      proceeds of $800,000 and $36,000,000, respectively. After deducting the
      underwriting discounts and commissions, the placement fee and the offering
      expenses, the net proceeds to us from Private Placement and Public Offering
      were
      $33,617,500. Of this amount, $600,000 was, released to us to be used to provide
      for business, legal and accounting due diligence on prospective business
      combinations and continuing operating expenses, and the remaining balance of
      $33,017,500 was deposited into a trust account, to be used by us only in
      connection with a business combination. In addition, $900,000 of deferred
      underwriting compensation that will be paid to underwriters if a business
      combination is consummated was also deposited into the trust account. As of
      March 31,2007, $ 39,591,660 was in the trust account.





During
      the quarter ended March 31, 2007, we used the following amounts from the
      proceeds of the offering: $26,274 for professional fees, $1,644 for franchise
      taxes and $88,945 for general and administrative expenses .





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 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.






18




Prior
      to
      our Public Offering, we issued certain of our Pre-IPO Stockholders options
      to
      purchase such additional number of shares as would be necessary to maintain
      their ownership of 20% of our outstanding shares (excluding the shares purchased
      in the private placement) after the offering in the event the underwriters
      exercise the over-allotment option. Such options were exercisable at $.017
      per
      share. On January 25, 2007, when the Company consummated the sale of 900,000
      Units pursuant to the exercise of the over-allotment option the Company granted
      to the underwriters of the our Public Offering, these options were fully
      exercised, and we issued 225,000 shares of our common stock to certain of
      Pre-IPO Stockholders.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None




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




None




**ITEM
      5. OTHER INFORMATION**




None




**ITEM
      6. EXHIBITS**




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






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**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 CORPORATIONMay
                17, 2007
            By:
            /s/
                David Y. Chen**David
                Y. Chen Chief**
              **Executive
                Officer and President****(Principal
                Executive Officer)**




May
                17, 2007
            By:
            /s/
                Hock S. Ong**Hock
                S. Ong**
              **Chief
                Financial Officer (principal financial and accounting
                officer)**





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