**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q/A-1**




x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934
              For
                the quarterly period ended June 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 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, 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
                FileroNon-Accelerated
                Filerx
            Smaller
                Reporting Companyo





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 August 14, 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 September 26, 2008 regarding our previously filed
        Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008,
        filed
        with the Securities and Exchange Commission on August 13, 2008 (“Original Form
        10-Q”). This amendment amends Note 13 to Financial Statements to provide the
        disclosure required by FSP EITF 00-19-2.
  In
          addition, subsequent to the issuance of the Company's financial statements
          for
          the year ended December 31, 2007, the Company determined that certain
          transactions and presentation in the financial statements had not been
          accounted
          for properly in the Company's financial statements. Specifically, the common
          stock subject to possible redemption was not accounted properly. The Company
          decided to restate the financial statements for the year ended December
          31, 2007
          to give effect to the changes which resulted in a change in the opening
          balances
          for the six month period ended June 30, 2008. The financial statements
          for the
          six month period ended June 30, 2008 have been restated to give effect
          to the
          changes to the opening balances. See Note 14 to the Financial
          Statements.
  As
        required by Rule 12b-15 of the Securities Exchange Act of 1934, new
        certifications by our Chief Executive Officer and Chief Financial Officer
        are
        being filed as exhibits to this Amendment No. 1 on Form 10-Q/A under Item
        6.
 
 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.





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





Part
                I.
            Financial
                Information
            3Item
                1. Financial Statements
            3Balance
                Sheets as of June 30, 2008 (Unaudited) and December 31,
                2007(Audited)
            3Statements
                of Income for the three month periods and six month periods ended
                June 30,
                2008 and 2007 and the period from inception to June 30, 2008
                (Unaudited)
            4Statements
                of stockholders’ equity for the period from inception to June 30, 2008
                (Unaudited)
            5Statements
                of Cash Flow for the six month periods ended June 30, 2008 and 2007
                and
                the period from inception to June 30, 2008 (Unaudited)
            6Notes
                to Financial Statements (Unaudited)
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            18Item
                3. Quantitative and Qualitative Disclosures About Market Risk
            22Item
                4. Controls and Procedures
            22Part II.
            Other
                Information
            23Item
                1. Legal Proceedings
            23Item
                1A. Risk Factors
            23Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            23Item
                3. Defaults Upon Senior Securities
            23Item
                4. Submission of Matters to a Vote of Security Holders
            23Item
                5. Other Information
            24Item
                6. Exhibits
            24SIGNATURES
            25


2


**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**





**SHINE
      MEDIA ACQUISITION CORPORATION**


**(a
      development stage company)**


**BALANCE
      SHEETS**





**June 30, 2008**
            
            **December 31, 2007****(Unaudited)**
            
            **(Audited)********ASSETS****Current
                assets:**Cash
                & cash equivalents
            
            $
            162,185
            
            $
            550,487Cash
                in trust
            
            
            40,750,526
            
            
            40,334,785Prepaid
                expenses
            
            
            13,903
            
            
            47,867Due
                from stockholders
            
            
            -
            
            
            2,952Total
                Assets
            
            $
            40,926,615
            
            $
            40,936,091**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities:**Accrued
                expenses
            
            $
            895,574
            
            $
            630,363Accrued
                offering costs
            
            
            1,087,229
            
            
            1,087,229Total
                Current Liabilities
            
            
            1,982,802
            
            
            1,717,592Common
                stock subject to possible redemption - 1,379,310 shares at redemption
                value- restated
            
            
            8,062,924
            
            
            8,062,924Total
                Liabilities
            
            
            10,045,726
            
            
            9,780,516**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 June 30, 2008 and December 31, 2007
            
            
            876
            
            
            876Paid-in
                capital in excess of par- restated
            
            
            30,629,855
            
            
            30,629,855Comprehensive
                gain
            
            
            110,679
            
            
            19,390Retained
                earnings during the development stage
            
            
            139,479
            
            
            505,454Total
                stockholders' equity-restated
            
            
            30,880,889
            
            
            31,155,575Total
                liabilities and stockholders' equity
            
            $
            40,926,615
            
            $
            40,936,091





See
      accompanying notes to these unaudited condensed financial
      statements


3


**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)


**STATEMENT
      OF OPERATIONS**


(Unaudited)





**For the Period from**
              **June 24,
                2005****Three Month ended**
            
            **Six Month ended**
            
            **Inception) to****June
                30, 2008**
            
            **June 30, 2007**
            
            **June
                30, 2008**
            
            **June 30, 2007**
            
            **June 30, 2008****Operating
                Costs**Professional
                fees
            
            $
            (282,663
            )
            $
            (4,500
            )
            $
            (338,227
            )
            $
            (30,774
            )
            $
            (440,826
            )Franchise
                tax
            
            
            (82,908
            )
            
            (41,000
            )
            
            (107,908
            )
            
            (42,664
            )
            
            (273,572
            )Other
                operating costs
            
            
            (119,308
            )
            
            (52,138
            )
            
            (183,796
            )
            
            (141,083
            )
            
            (559,360
            )**Total
                operating costs**
            
            
            **(484,880**
            **)**
            
            **(97,638**
            **)**
            
            **(629,931**
            **)**
            
            **(214,521**
            **)**
            
            **(1,273,758**
            **)**Interest
                income/expense
            
            
            (134
            )
            
            498,666
            
            
            325,277
            
            
            948,174
            
            
            2,064,294**Net
                income (loss)**
            
            
            **(485,014**
            **)**
            
            **401,028**
            
            
            **(304,653**
            **)**
            
            **733,653**
            
            
            **790,536**Provision
                for income tax
            
            
            -
            
            
            249,442
            
            
            61,322
            
            
            249,442
            
            
            651,057**Net
                income (loss) after tax**
            
            $
            **(485,014**
            **)**
            $
            **151,586**
            
            $
            **(365,975**
            **)**
            $
            **484,211**
            
            $
            **139,479****
                Weighted average shares outstanding (basic and Diluted)
            
            
            8,758,333
            
            
            8,758,333
            
            
            8,758,333
            
            
            8,608,333Net
                income(loss) per share (basic and diluted)
            
            $
            (0.06
            )
            $
            0.02
            
            $
            (0.04
            )
            $
            0.06





**
      Basic
      and diluted weighted average number of shares outstanding are equivalent because
      the effect of dilutive securities is anti-dilutive.


See
      accompanying notes to these unaudited condensed financial
      statements.


4


**SHINE
      MEDIA ACQUISITION CORPORATION**


**(a
      development stage company)**


**STATEMENT
      OF STOCKHOLDERS' EQUITY**


**For
      the period from June 24, 2005 (Inception) to June 30, 2008**


**Unaudited**





**Income/(deficit)****Accumulated****Common**
            
            
            
            **Additional**
            
            
            
            **During the****Stock**
            
            
            
            **Paid-In**
            
            **Comprehensive**
            
            **Development**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Capital**
            
            **Gain/loss**
            
            **Stage**
            
            **Equity**Balance
                at June 24, 2005 (Inception)Common
                shares issued at July 12,2005 at US$0.01 per share
            
            
            1,500,000
            
            $
            150
            
            $
            24,850
            
            $
            -
            
            $
            -
            
            $
            25,000Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,894
            )
            
            (5,894
            )Balance
                at December 31, 2005
            
            
            1,500,000
            
            
            150
            
            
            24,850
            
            
            -
            
            
            (5,894
            )
            
            19,106Shares
                issued in private placement
            
            
            133,333
            
            
            13
            
            
            799,985
            
            
            -
            
            
            -
            
            
            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"-restated
            
            
            -
            
            
            -
            
            
            (1,462,726
            )
            
            -
            
            
            -
            
            
            (1,462,726
            )Deferred
                underwriter’s commission
            
            
            -
            
            
            -
            
            
            (135,000
            )
            
            -
            
            
            -
            
            
            (135,000
            )Comprehensive
                gain
            
            
            -
            
            
            -
            
            
            -
            
            
            19,390
            
            
            -
            
            
            19,390Net
                Income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            648,254
            
            
            648,254Balance
                at December 31, 2007 - restated
            
            
            8,758,333
            
            
            876
            
            
            30,629,855
            
            
            19,390
            
            
            505,454
            
            
            31,155,575Comprehensive
                Gain
            
            
            -
            
            
            -
            
            
            -
            
            
            91,289
            
            
            -
            
            
            91,289Net
                Loss for the six months period ended June 30, 2008
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (365,975
            )
            
            (365,975
            )Balance
                at June 30, 2008 - restated
            
            $
            8,758,333
            
            $
            876
            
            $
            30,629,855
            
            $
            110,679
            
            $
            139,479
            
            
            30,880,889





See
      accompanying notes to these unaudited condensed financial
      statements.


5


**SHINE
      MEDIA ACQUISITION CORPORATION**


**(a
      development stage company)**


**STATEMENT
      OF CASHFLOW**


**(Unaudited)**





**Six month ended**
            
            **For the period**
              **from June 24,**
              **2005 (Inception)**
              **to June 30, 2008****June 30, 2008**
            
            **June 30, 2007****Cash
                flow from operating activities**Net
                income / (loss)
            
            $
            (365,975
            )
            $
            484,211
            
            $
            139,479Adjustments
                to reconcile net income to net cash used in
            
            
            -
            
            
            -
            
            
            -operating
                expenses:Interest
                earned on funds held in trust
            
            
            (324,451
            )
            
            (346,882
            )
            
            (1,511,347
            )****Amortisation
                of prepaid insurance cost
            
            
            35,000
            
            
            -
            
            
            70,000Changes
                in Assets & Liabilities:Increase
                in accrued offering expenses
            
            
            -
            
            
            (170,672
            )
            
            (88,272
            )Decrease
                in other receivable
            
            
            10,984
            
            
            -
            
            
            9,353Increase
                in Prepaid expenses
            
            
            (12,020
            )
            
            (91,236
            )
            
            (93,256
            )Increase
                in Accrued expenses
            
            
            265,208
            
            
            138,387
            
            
            904,372**Net
                cash (used in) / provided by operating activities**
            
            
            (391,254
            )
            
            13,808
            
            
            (569,671
            )**Cash
                flow from investing activities**Payment
                to trust account
            
            
            -
            
            
            (5,211,000
            )
            
            (39,128,500
            )**Net
                cash used in investing activities**
            
            
            -
            
            
            (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
            
            
            3,827Receipts
                /(Payments) from / to stockholder
            
            
            2,952
            
            
            (57,410
            )Payment
                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
            
            
            5,157,415
            
            
            39,860,356**Net
                increase (decrease) in cash & cash
                equivalents**
            
            
            (388,302
            )
            
            (39,777
            )
            
            162,185**Cash
                & cash equivalents, beginning of period**
            
            
            550,487
            
            
            773,484
            
            
            -**Cash
                & cash equivalents, end of period**
            
            $
            162,185
            
            $
            733,707
            
            $
            162,185





See
      accompanying notes to these unaudited condensed financial statements.


6


**SHINE
      MEDIA ACQUISITION CORPORATION**


(a
      development stage company)


**NOTES
      TO UNAUDITED FINANCIAL STATEMENTS**





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




*Nature
      of Operations*




Shine
      Media Acquisition 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 June 30, 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 June 30, 2008, statement of operations for the three month
      periods and six month periods ended June 30, 2008 and 2007 and for the period
      from inception to June 30, 2008, and statement of cash flows for the six month
      periods ended June 30, 2008 and 2007 and for the period from inception to June
      30, 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 June 30, 2008, the results
      of
      its operation for the six months ended June 30, 2008 and 2007 and for the period
      from inception to June 30, 2008, the statement of cash flows for the six months
      ended June 30, 2008 and 2007 and for the period from inception to June 30,
      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 six month period ended June 30, 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
      amount of $800,000.


7


On
      December 27, 2006, the Company consummated its Public Offering by selling
      6,000,000 Units at a price of $6.00 per Unit to the public. $33,917,500, which
      amount is approximately 94.2% of the gross proceeds of the Public Offering
      (or
      $5.65 per unit for each of the public stockholders), was placed in a Trust
      Account (“Trust Account”) at JPMorgan Chase NY Bank, maintained by Continental
      Stock Transfer & Trust Company acting as trustee, and invested until the
      earlier of (i) the consummation of the Company’s first business combination; or
      (ii) the liquidation of the Company. This amount includes $900,000
      of underwriting compensation to be paid to the underwriters, if and only
      if, a business combination is consummated. The liability for this $900,000
      is
      included on the Company's balance sheet under accrued offering costs. The
      placing of funds in the Trust Account may not protect those funds from third
      party claims against the Company. The remaining proceeds may be used to pay
      for
      business, legal and accounting due diligence on prospective acquisitions and
      continuing general and administrative expenses.





The
      Company’s management has broad discretion with respect to the specific
      application of the net proceeds of the Public Offering and Private Placement,
      although substantially all of the net proceeds of the Public Offering and
      Private Placement are intended to be generally applied toward consummating
      a
      business combination with one or more operating businesses. As used herein,
      a
“target business” means an operating business in 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.


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, 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).





On
      May 8,
      2008, the Company entered into a Stock Purchase Agreement (“Agreement”) under
      which it will acquire all the ordinary shares of China Greenscape Co., Ltd.
      (“Greenscape”), a company formed under the laws of the British Virgin Islands.
      The principal subsidiary of Greenscape is Jiangsu Sunshine Zoology and Forestry
      Development Co., Ltd. (“JSZF”), a company organized and existing under the laws
      of the Peoples Republic of China (“PRC” or “China”), and wholly owned by
      Greenscape.





As
      of
      June 30, 2008, the acquisition described above has not been consummated.





**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 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:


9


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 currently evaluating the effect
      of
      this pronouncement on the consolidated financial statements.





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 the financial statements.





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 financial statements, the Company will
      be
      required to expense costs related to any acquisitions after September 30,
      2009.


10


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.





In
      May of
      2008, FSAB issued SFASB No.162, The Hierarchy of Generally Accepted Accounting
      Principles. The pronouncement mandates the GAAP hierarchy reside in the
      accounting literature as opposed to the audit literature. This has the practical
      impact of elevating FASB Statements of Financial Accounting Concepts in the
      GAAP
      hierarchy. This pronouncement will become effective 60 days following SEC
      approval. The company does not believe this pronouncement will impact its
      financial statements.





In
      May of
      2008, FASB issued SFASB No. 163, Accounting for Financial Guarantee Insurance
      Contracts-an interpretation of FASB Statement No. 60. The scope of the statement
      is limited to financial guarantee insurance (and reinsurance) contracts. The
      pronouncement is effective for fiscal years beginning after December 31, 2008.
      The company does not believe this pronouncement will impact its financial
      statements.





**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 amount of
      $800,000.


11


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.





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
      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 included 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
      in a US T-Bill at an annualized interest rate of 4.60%. On September 28, 2007,
      the Company reinvested $39,953,218 to purchase a 3 month US T-Bill at an
      annualized interest rate of 3.67%. On December 28, 2007, the Company reinvested
      $40,314,411 to purchase a 3 month US T-Bill at an annualized interest rate
      of
      3.22%. On March 27, 2008, the Company reinvested $40,919,000 to purchase a
      6
      month US T-Bill at an annualized interest rate of 1.378%.


12


As
      of
      June 30, 2008, the balance of Trust Account was $40,750,526.





**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 June 30, 2008, the entire
      expense has been amortized and the net balance was zero.





The
      Company prepaid $10,000 to its printer to cover the costs of SEC fillings and
      printing expenses related to the SEC filings. As of June 30, 2008, the balance
      was $7,703.





The
      Company prepaid $6,200 to its lawyer to cover legal expenses related to the
      acquisition.





**NOTE
      7 — ACCRUED EXPENSES**





As
      of
      June 30, 2008, accrued expenses include legal and professional fee of $130,167
      relating to cost of acquisition, $1,442 payable to CEO and CFO for Company’s
      expense, audit fee accrual of $5,000 and provision for income tax of $758,965.





**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
      issued in our public offering 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.


13


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
      June 30, 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 11,859,626.


14




Number of
                Warrants
              
              Weighted
                Average
                Exercise
                Price
              
              Aggregate
                Intrinsic
                ValueOutstanding
                  December 31, 2007
              
              
              11,158,358
              
              $
              5.00
              
              $
              5,244,429Issued
                  during the period
              
              
              -
              
              
              -
              
              
              =Units
                  converted during the period
              
              
              701,268
              
              
              5.00Expired
              
              
              -
              
              
              -
              
              
              ==Exercised
              
              
              -
              
              
              -
              
              
              =Outstanding
                  June 30, 2008
              
              
              11,859,626
              
              $
              5.00
              
              $
              8,183,142





Following
      is a summary of the status of warrants outstanding at June 30,
      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
              
              
              11,859,626
              
              
              2.5
              
              $
              5.00
              
              
              11,859,626
              
              $
              5.00





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’
comprises of 1 share of common stock and two warrants. During the quarter
      ended June 30, 2008, 350,634 warrants were converted and the balance
      outstanding is 11,859,626.


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




At
      June
      30, 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.


15




The
      following is details of income tax expense:





06/30/
                2008
            
            U.S.
            
            State
            
            TotalCurrent
            
            $
            61,322
            
            $
            0
            
            $
            61,322Deferred
            
            
            -
            
            
            -
            
            
            -Total
            
            $
            61,322
            
            $
            0
            
            $
            61,322




06/30/2007
            
            U.S.
            
            State
            
            TotalCurrent
            
            $
            249,442
            
            $
            0
            
            $
            249,442Deferred
            
            
            -
            
            
            -
            
            
            -Total
            
            $
            249,442
            
            $
            0
            
            $
            249,442





Reconciliation
      of the differences between the statutory U.S. Federal income tax rate and the
      effective rate is as follows:





06/30/2008
            
            12/31/2007US
                statutory tax rate
            
            
            34
            %
            
            34
            %Effective
                rate
            
            
            34
            %
            
            34
            %




The
      following table summarizes the significant components of our deferred tax asset
      at June 30, 2008 and December 31 2007:




June
                30, 2008
            
            Dec
                31, 2007Deferred
                tax assetDeferred
                tax carryforward
            
            $
            124,432
            
            $
            -Valuation
                allowance
            
            $
            (124,432
            )
            $
            -Net
                deferred tax asset
            
            $
            -
            
            $
            -




We
      recorded an allowance of 100% for its net operating loss carryforward due to
      the
      uncertainty of its realization.




**NOTE
      13 — SUBSEQUENT EVENTS**





On
      May 8,
      2008, the Company entered into a Stock Purchase Agreement (“Agreement”) under
      which it will acquire all the ordinary shares of China Greenscape Co., Ltd.
      (“Greenscape”), a company formed under the laws of the British Virgin Islands.
      The principal subsidiary of Greenscape is Jiangsu Sunshine Zoology and Forestry
      Development Co., Ltd. (“JSZF”), a company organized and existing under the laws
      of the Peoples Republic of China (“PRC” or “China”), and wholly owned by
      Greenscape.


16


For
      the
      acquisition of Greenscape to be completed, the Company will reincorporate and
      move its domicile from Delaware to the British Virgin Islands, via a
      redomestication merger with and into its wholly owned subsidiary, Green China
      Resources, Inc. (“Resources”), a company formed under the laws of the British
      Virgin Islands. Resources was formed for the purpose of the redomestication
      merger and immediate subsequent acquisition of Greenscape. Immediately following
      the closing of the transactions described herein, Resources will take steps
      to
      acquire all the outstanding equity of Greenscape in exchange for equity and
      debt
      securities of Resources. The outstanding warrants of Shine will be assumed
      by
      Resources. Resources will continue as a publicly traded company.





In
      addition to the ordinary common shares of Greenscape which are outstanding,
      Greenscape has outstanding two classes of preferred stock issued to investors
      in
      two private placements from which it raised approximately US$31,000,000 in
      working capital in 2007 and early 2008. Resources plans to take steps to acquire
      these outstanding shares after consummation of the acquisition of Greenscape
      (“Business Combination”).





Under
      the
      terms of the Agreement, immediately after the closing date, Shine will merge
      with and into Resources, with Resources being the surviving and continuing
      company, under British Virgin Islands law. Each outstanding share of common
      stock of Shine will be exchanged for one ordinary share of Resources, each
      outstanding warrant to purchase shares of common stock of Shine will be assumed
      by Resources by operation of law, and will be exercisable on the same terms
      for
      one ordinary share of Resources. Resources will acquire all the outstanding
      ordinary shares of Greenscape (‘Share Transfer”), and the outstanding Class B
      and Class D preferred will be contributed to capital and cancelled, and any
      outstanding options and warrants will be terminated and Resources, when
      permitted by securities laws, will seek to acquire all the outstanding Class
      A
      and Class C preferred stock of Greenscape.





Immediately
      after the transaction, all the ordinary shares of Resources will be held by
      the
      former stockholders of Shine and the former shareholders of Greenscape,
      Resources will be a publicly reporting company, registered under the United
      States federal securities laws.





For
      accounting purposes, this transaction will be accounted for as a reverse merger,
      since the stockholders of China Grenscape will own a majority of the issued
      and
      outstanding shares of common stock of Shine Media, and the directors and
      executive officers of China Grenscape will become the directors and executive
      officers of Shine Media. This acquisition will be accounted for at historical
      cost in a manner similar to that in pooling of interests method since after
      the
      acquisition, the former shareholders of China Grenscape will acquire majority
      of
      the outstanding shares of the Company. The historical financial statements
      will
      be those of China Grenscape.




Under the terms of the acquisition agreement with the
      shareholders of China Greenscape, we are required to provide registration rights
      for certain of the common stock to be issued to designated China Greenscape
      shareholders within a definitive time period. If we do not meet our obligations
      under the registration rights, those China Greenscape shareholders will be
      entitled to liquidated damages in the form of Shine's common stock to the amount
      of 1.0% of total registerable sercurities for every month of delay.




We have assessed the risks of incurring those liquidated
      damages and because we believe that we will be able to satisfy the registration
      rights within the specified time period, we believe that we will not be liable
      for any liquidated damages.





As
      of
      June 30, 2008, the acquisition described above has not been
      consummated.




**NOTE
        14 — RESTATEMEN** **T**
  Subsequent
          to the issuance of the Company's financial statements for the year ended
          December 31, 2007, the Company determined that certain transactions and
          presentation in the financial statements had not been accounted for properly
          in
          the Company's financial statements. Specifically, the common stock subject
          to
          possible redemption was not accounted properly. The Company decided to
          restate
          the financial statements for the year ended December 31, 2007 to give effect
          to
          the changes which resulted in a change in the opening balances for the
          six month
          period ended June 30, 2008. The financial statements for the six month
          period
          ended June 30, 2008 have been restated to give effect to the changes to
          the
          opening balances.
 
 The
          effect of the restatements is as follows:
  **CONSOLIDATED
                    BALANCE SHEET**Reported
                
                RestatedJune
                    2008
                
                June
                    2008Common
                    stock subject to possible redemption-1,379,310 shares at redemption
                    value
                
                $
                6,182,624
                
                $
                8,062,924Paid-in
                    capital in excess of par
                
                
                32,510,155
                
                
                30,629,855Total
                    stockholders’ equity
                
                $
                32,761,189
                
                $
                30,880,889
 
 
 **CONSOLIDATED
                    BALANCE SHEET**Reported
                
                Restated2007
                
                2007Common
                    stock subject to possible redemption-1,379,310 shares at redemption
                    value
                
                $
                6,182,624
                
                $
                8,062,924Paid-in
                    capital in excess of par
                
                
                32,510,155
                
                
                30,629,855Total
                    stockholders’ equity
                
                $
                33,035,875
                
                $
                31,155,575


17


**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
      are
      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. Our original intention was to seek an
      acquisition opportunity within the media and advertising industry in China.
      We
      broadened our search for an appropriate business acquisition opportunity. On
      May
      8, 2008, we entered into a Stock Purchase Agreement (“Agreement”) under which we
      will acquire all the ordinary shares of China Greenscape Co., Ltd.
      (“Greenscape”), a company formed under the laws of the British Virgin Islands.
      The principal subsidiary of Greenscape is Jiangsu Sunshine Zoology and Forestry
      Development Co., Ltd. (“JSZF”), a company organized and existing under the laws
      of the Peoples Republic of China (“PRC” or “China”), and wholly owned by
      Greenscape. As of June 30, 2008, this acquisition has not been consummated
      and
      there can be no assurances that it will be consummated. Our certificate of
      incorporation does not require us to seek a business combination within any
      specific industry; therefore we believe we are permitted under its terms to
      expand our search to industries outside the media and advertising industries
      and
      ultimately to conclude an acquisition in another industry.





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.


18


There
      is
      no legal or contractual 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.





**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 Six Month Periods Ended** **June
      30, 2008** **and June 30, 2007**




For
      the six month period ended June
      30,
      2008 ,
      we earned interest income of 325,277 .
      For the same period ended June
      30,
      2007 ,
      our interest income was $ 948,174 . 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), 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.





Our
      operating expenses during the six month were $ 629,931 ,
      of which $338,277 was for professional fees, $ 107,908 was for franchise tax and $183,796  was
      for other operating costs. We
      also
      have provided for $ 61,322 in
      income taxes. For
      the comparative period of 2007, we paid $ 30,774 for professional fees and $42,664 for franchise taxes and $141,083 for other
      operating costs.





The
      professional fee and other operating costs incurred during the six months
      ended June 30,
      2008 were maintain a public listing company and to complete the acquisition
      of an operating business .





We
      had a net loss of $304,653 for the six month periods ended June
      30,
      2008 as compared to a net gain of $ 733,653 during
      the same period of 2007.


19


**Results
      of Operations for the Three Month Periods Ended June 30, 2008** **and
      June 30, 2007**





For
      the three month periods ended June 30, 2008, we earned interest income of
      $1 34 .
      For the same periods ended June 30, 2007, our interest income was $ 498,666 .
      Most of our interest income was earned on funds held in the Trust Account.





Our
      operating expenses during the three month were $ 484,880 ,
      of which $282,663 was for professional fees, $ 82,908 was for franchise taxes and $119,308 was for other operating costs. For the
      comparative period of 2007, we had operating costs of $ 97,638 .
      It includes professional fees of $ 4,500 and franchise taxes of $ 41,000 and
      other operating costs of $52,138.





We
      had a net loss of $ 485,014 for the three month periods ended June 30, 2008 as compared to a net gain of
      $ 401,028 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 was 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
      in a US T-Bill at an annualized interest rate of 4.60%. On September 28, 2007,
      the Company reinvested $39,953,218 to purchase a 3 month US T-Bill at an
      annualized interest rate of 3.67%. On December 28, 2007, the Company reinvested
      $40,314,411.17 to purchase a 3 month US T-Bill at an annualized interest rate
      of
      3.22%. On March 27, 2008, the Company reinvested $40,919,000 to purchase a
      6
      month US T-Bill at an annualized interest rate of 1.378%.


20





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, our non-executive
      chairman, David Y. Chen, our chief executive officer and director, and Hock
      S.
      Ong and Estelle Lau, each one of our executive 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 issued in our public
      offering 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 June 30, 2008, we earned net interest income of $2,064,294,
      most of which was earned on funds held in the Trust Account since the Public
      Offering.





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.


21


**Off-Balance
      Sheet Arrangements**




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




**Contractual
      Obligations.**




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




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




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices, and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the Trust
      Account, we may not engage in, any substantive commercial business. Accordingly,
      we are not and, until such time as we consummate a business combination, we
      will
      not be, exposed to risks associated with foreign exchange rates, commodity
      prices, equity prices or other market-driven rates or prices. The net proceeds
      of our Public Offering held in the Trust Account have been invested only in
      money market funds meeting certain conditions under Rule 2a-7 promulgated under
      the Investment Company Act of 1940. Given our limited risk in our exposure
      to
      money market funds, we do not view the interest rate risk to be significant.




**ITEM
      4. CONTROLS AND PROCEDURES**




An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      June 30, 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 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.


22


**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 June
      30,
      2008 ,
      we used the following amounts from the proceeds of the Public Offering:
      $ 282,663 for
      professional fees and $119,308 for general and administrative
      expenses .




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None




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




None


23


**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
                .


24


**SIGNATURES**




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




SHINE
                MEDIA ACQUISITION CORPORATIONNovember
                12, 2008
            By:
            /s/
                David Y. Chen**David
                Y. Chen Chief**
              **Executive
                Officer and President****(principal
                executive officer)**November
                12, 2008
            By:
            /s/
                Hock S. Ong**Hock
                S. Ong**
              **Chief
                Financial Officer (principal financial and accounting
                officer)**


25