**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C.  20549**




**FORM
      10-Q/A**


**(Amendment
      No. 1)**




**(Mark
      One)**




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




**For
      the quarterly period ended September 30, 2008**




**OR**




**o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the transition period from ________ to ________.**





**Commission
      File Number: 001-32685**




**SHINE
      MEDIA ACQUISITION CORP.**


**** (Exact
      name of registrant as specified in its charter)




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




**29
                Level, Central Plaza****381
                Huai Hai Zhong Road,****Shanghai
                200020, China**
            
            **200020**(Address
                of Principal
            
            (Zip
                Code)Executive
                Office)




**(86)
      21 6391 6188**


(Registrant’s
      Telephone Number, Including Area Code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.  Yes x No o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer or a smaller reporting company.
      See
      definitions of “large accelerated filer”, “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large
                  Accelerated filero
              Accelerated
                  filero
              Non-Accelerated
                  filerx
              Smaller
                  reporting companyo


Indicate
      by check mark if the registrant is a shell company (as defined in Rule 12b-2
      of
      the Exchange Act).  Yes x No o





There
      were 8,758,333 shares of the Registrant’s common stock issued and outstanding as
      of November 14, 2008.










**EXPLANATORY
      NOTE**




This
      Amendment No. 1 on Form 10-Q/A amends the Company’s Quarterly Report on Form
      10-Q for the period ended September 30, 2008, filed with the Securities and
      Exchange Commission (“SEC”) on November 13, 2008 (the “Original Quarterly
      Report”). This Amendment revises management’s conclusion as to the effectiveness
      of the Company’s disclosure controls and procedures as of September 30, 2008 in
      Item 4. We are also re-filing Exhibit 31.1, Section 302 Certification -
      Principal Executive Officer and Exhibit 31.2, Section 302 Certification -
      Principal Financial Officer, as required by Rule 12b-15 of the Securities
      Exchange Act of 1934 (the “Exchange Act”). As permitted by, and in accordance
      with Staff guidance, because the Company is not including financial statements
      in this Amendment, paragraph 3 of each of these certifications has been
      removed.




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






**TABLE
      OF CONTENTS**




**Page****PART I****Item
                4.**
            Controls
                and Procedures
            3**PART II****Item
                6.**
            Exhibits
            4







**PART
      I**





**Item
      4. Controls and Procedures**




*Evaluation
      of Disclosure Controls and Procedures*




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





Our
      management, with the participation of our chief executive officer and chief
      financial officer, evaluated the effectiveness of our disclosure controls and
      procedures as of September 30, 2008. Based on that evaluation, our management,
      including our chief executive officer and chief financial officer, has concluded
      that, as of September 30, 2008, our disclosure controls and procedures were
      not
      effective because (A) our annual financial statements for the year ended
      December 31, 2007 had a mistake in (i) the Statement of Cash Flows and the
      supplemental information thereto by not reporting $1,647 of interest paid in
      2007; and (ii) the Statement of Stockholders’ Equity by reporting the
      reclassification of 179,910 shares of common stock subject to possible
      redemption as an $417,574 increase to Additional Paid-In Capital instead of
      a
      $1,462,726 decrease to Additional Paid-In Capital; (B) our interim financial
      statements for the period ended March 31, 2008 needed to be restated to give
      effect to the changes to the opening balances as a result of the above-mentioned
      restatement of our financial statements for the year ended December 31, 2007,
      and to correct a mistake in the Statement of Cash Flows by under reporting
      net
      income (and consequently over reporting increase in accrued expenses) by $24,318
      for the three month period ended March 31, 2008; and (C) our interim financial
      statements for the period ended June 30, 2008 needed to be restated to give
      effect to the changes to the opening balances as a result of the above-mentioned
      restatement of our financial statements for the year ended December 31, 2007,
      and Note 13 thereto needed to be revised to provide the additional disclosure
      required by FSP EITF 00-19-2.





We
      remedied the failure of our disclosure controls and procedures by amending
      our
      Annual Report on Form 10-K for the year ended December 31, 2007, our Quarterly
      Report on Form 10-Q for the period ended March 31, 2008, and our Quarterly
      Report on Form 10-Q for the period ended June 30, 2008 and reissuing our annual
      financial statements for the year ended December 31, 2007, our interim financial
      statements for the period ended March 31, 2008, and our interim financial
      statements for the period ended June 30, 2008, respectively, to correct these
      errors.





*Remediation*





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





*Changes
      in Internal Control Over Financial Reporting*




During
      the period covered by this Quarterly Report on Form 10-Q, there has been no
      change in our internal control over financial reporting that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting.


3




**PART II**




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




**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to
      be
      signed on its behalf by the undersigned, thereunto duly authorized, on this
      8th
      day of December 2008.




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




4