**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934
              
              For
                the quarterly period ended March 31, 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 Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x ྈNo o




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




Large
                Accelerated Filero
            Accelerated
                Filero
            Non-Accelerated
                Filerx
            Smaller
                reporting companyo





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes x  No o




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










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





Part
                I.
            
            Financial
                Information
            
            3Item
                1. Financial Statements
            
            3Balance
                Sheets as of March 31, 2008 (Unaudited) and December 31,
                2007
            
            3Statements
                of Income for the three month periods ended March 31, 2008 and 2007
                and
                the period from inception to March 31, 2008 (Unaudited)
            
            4Statements
                of stockholders’ equity for the period from inception to March 31, 2008
                (Unaudited)
            
            5Statements
                of Cash Flow for the three month periods ended March 31, 2008 and
                2007 and
                the period from inception to March 31, 2008 (Unaudited)
            
            6Notes
                to Financial Statements (Unaudited)
            
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            16Item
                3. Quantitative and Qualitative Disclosures About Market Risk
            
            20Item
                4. Controls and Procedures
            
            20Part
                II.
            
            Other
                Information
            
            21Item
                1. Legal Proceedings
            
            21Item
                1A. Risk Factors
            
            21Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            21Item
                3. Defaults Upon Senior Securities
            
            21Item
                4. Submission of Matters to a Vote of Security Holders
            
            21Item
                5. Other Information
            
            22Item
                6. Exhibits
            
            22SIGNATURES
            
            23








**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**





**SHINE
                MEDIA ACQUISITION CORPORATION****(a
                development stage company)****BALANCE
                SHEETS****March
                31, 2008**
            
            **December
                31, 2007****(Unaudited)****ASSETS****Current
                assets:**Cash
                & cash equivalents
            
            $
            419,351
            
            $
            550,487Cash
                in trust
            
            
            40,623,418
            
            
            40,334,785Prepaid
                expenses
            
            
            34,250
            
            
            47,867Due
                from stockholders
            
            
            -
            
            
            2,952Total
                Assets
            
            $
            41,077,019
            
            $
            40,936,091**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities:**Accrued
                expenses
            
            $
            688,213
            
            $
            630,363Accrued
                offering costs
            
            
            1,087,229
            
            
            1,087,229Total
                Liabilities
            
            
            1,775,442
            
            
            1,717,592Common
                stock subject to possible redemption - 1,379,310 shares at redemption
                value
            
            
            6,182,624
            
            
            6,182,624**Stockholders'
                equity:**Preferred
                stock, $0.0001 par value, authorized 1,000,000 shares; none
                issued
            
            
            -
            
            
            -Common
                Stock, $0.0001 par value, authorized 89,000,000; issued and outstanding
                8,758,333 shares as at March 31,2008 and December 31, 2007
            
            
            876
            
            
            876Paid-in
                capital in excess of par
            
            
            32,510,155
            
            
            32,510,155Comprehensive
                gain /(loss)
            
            
            (16,569
            )
            
            19,390Retained
                earnings during the development stage
            
            
            624,492
            
            
            505,454Total
                stockholders' equity
            
            
            33,118,953
            
            
            33,035,875Total
                liabilities and stockholders' equity
            
            $
            41,077,019
            
            $
            40,936,091




See
      accompanying notes to these unaudited condensed financial
      statements





3




**SHINE
                MEDIA ACQUISITION CORPORATION****(a
                development stage company)****STATEMENTS
                OF INCOME**(Unaudited)**Three
                Months Periods ended**
            
            **For
                the Period from June 24, 2005 (Inception) to March 31,
                2008****March
                31, 2008**
            
            **March
                31, 2007****Revenue**
            
            $
            -
            
            $
            -
            
            $
            -**Operating
                Costs**Professional
                fees
            
            
            (55,564
            )
            
            (26,274
            )
            
            (158,163
            )Franchise
                tax
            
            
            (25,000
            )
            
            (1,664
            )
            
            (190,664
            )Other
                operating costs
            
            
            (64,487
            )
            
            (88,945
            )
            
            (440,051
            )**Total
                operating costs**
            
            
            **(145,051**
            **)**
            
            **(116,883**
            **)**
            
            **(788,878**
            **)**Interest
                income
            
            
            325,411
            
            
            449,508
            
            
            2,074,874Interest
                expense
            
            
            -
            
            
            -
            
            
            (10,447
            )**Net
                income**
            
            
            **180,360**
            
            
            **332,625**
            
            
            **1,275,549**Provision
                for income tax
            
            
            61,322
            
            
            -
            
            
            651,057**Net
                income after tax**
            
            $
            119,038
            
            $
            332,625
            
            $
            624,492Weighted
                average shares outstanding (basic )
            
            
            8,758,333
            
            
            8,454,962Weighted
                average shares outstanding (diluted)
            
            
            10,170,541
            
            
            8,454,962Net
                income per share (basic)
            
            $
            0.01
            
            $
            0.04Net
                income per share (diluted)
            
            $
            0.01
            
            $
            0.04




See
      accompanying notes to these unaudited condensed financial
      statements




4




**SHINE
                MEDIA ACQUISITION CORPORATION****(a
                development stage company)****STATEMENT
                OF STOCKHOLDERS' EQUITY****For
                the period from June 24, 2005 (Inception) to March 31, 2008****Unaudited****Income/(deficit)****Accumulated********Common**
            
            
            
            **Additional**
            
            
            
            **During
              the****Stock**
            
            
            
            **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"
            
            
            -
            
            
            -
            
            
            417,574
            
            
            -
            
            
            -
            
            
            417,574Deferred
                underwriter’s commission
            
            
            -
            
            
            -
            
            
            (135,000
            )
            
            -
            
            
            -
            
            
            (135,000
            )Comprehensive
                gain
            
            
            -
            
            
            -
            
            
            -
            
            
            19,390
            
            
            -
            
            
            19,390Net
                Income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            648,254
            
            
            648,254Balance
                at December 31,2007
            
            
            8,758,333
            
            
            876
            
            
            32,510,155
            
            
            19,390
            
            
            505,454
            
            
            33,035,875Comprehensive
                Loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (35,959
            )
            
            -
            
            
            (35,959
            )Net
                Income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            119,038
            
            
            119,038Balance
                at March 31, 2008
            
            $
            8,758,333
            
            $
            876
            
            $
            32,510,155
            
            $
            (16,569
            )
            $
            624,492
            
            
            33,118,953




See
      accompanying notes to these unaudited condensed financial
      statements.





5





**SHINE
                MEDIA ACQUISITION CORPORATION****(a
                development stage company)****STATEMENTS
                OF CASHFLOW****(Unaudited)****Three
                month periods ended**
            
            **For
                the period from June 24, 2005 (Inception) to March 31,
                2008****Mar
                31,2008**
            
            **Mar
                31,2007****Cash
                flow from operating activities**Net
                income
            
            $
            94,720
            
            $
            332,625
            
            $
            600,174Adjustments
                to reconcile net income to net cash used inoperating
                expenses:Interest
                earned on funds held in trust
            
            
            (324,593
            )
            
            (449,508
            )
            
            (1,511,489
            )Increase
                in accrued offering expenses
            
            
            -
            
            
            (170,000
            )
            
            (88,272
            )Increase
                in other receivable
            
            
            (3,883
            )
            
            -
            
            
            (5,514
            )(Increase)/
                decrease in prepaid expenses
            
            
            17,500
            
            
            (87,500
            )
            
            (28,736
            )Increase/
                (decrease) in accrued expenses
            
            
            82,168
            
            
            (53,412
            )
            
            721,332**Net
                cash used in operating activities**
            
            
            (134,088
            )
            
            (427,795
            )
            
            (312,505
            )**Cash
                flow from investing activities**Payment
                to trust account
            
            
            -
            
            
            (5,211,000
            )
            
            (39,128,500
            )**Cash
                flows from financing activities**Proceeds
                from:Initial
                sale of common stock
            
            
            -
            
            
            -
            
            
            25,000Private
                placement
            
            
            -
            
            
            -
            
            
            800,000Public
                offering
            
            
            -
            
            
            -
            
            
            36,000,000Underwriter's
                option
            
            
            -
            
            
            -
            
            
            100Underwriter's
                overallotment
            
            
            -
            
            
            5,400,000
            
            
            5,400,000Management
                option
            
            
            -
            
            
            3,825
            
            
            3,825Receipts
                (payments) to stockholder
            
            
            2,952
            
            
            (58,541
            )
            
            2Payment
                of offering costs
            
            
            -
            
            
            (189,000
            )
            
            (2,359,771
            )Payment
                of interest on notes payable, stockholders
            
            
            -
            
            
            -
            
            
            (8,800
            )**Net
                cash provided by financing activities**
            
            
            2,952
            
            
            5,156,284
            
            
            39,860,356**Net
                increase (decrease) in cash & cash
                equivalents**
            
            
            (131,136
            )
            
            (482,511
            )
            
            419,351**Cash
                & cash equivalents, beginning of period**
            
            
            550,487
            
            
            773,484
            
            
            -**Cash
                & cash equivalents, end of period**
            
            $
            419,351
            
            $
            290,973
            
            $
            419,351




See
      accompanying notes to these unaudited condensed financial statements.




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 March 31, 2008. The Company has
      selected December 31 as its fiscal year end. The Company is considered to be
      in
      the development stage and is subject to the risks associated with activities
      of
      development stage companies.




The
      balance sheet at March 31, 2008, statement of operations for the three month
      periods ended March 31, 2008 and 2007 and for the period from inception to
      March
      31, 2008, and statement of cash flows for the three month periods ended March
      31, 2008 and 2007 and for the period from inception to March 31, 2008 are
      unaudited. In the opinion of management, all adjustments (consisting of normal
      adjustments) have been made that are necessary to present fairly the financial
      position of the Company as of March 31, 2008, the results of its operation
      for
      the three months ended March 31, 2008 and 2007 and for the period from inception
      to March 31, 2008, the statement of cash flows for the three months ended March
      31, 2008 and 2007 and for the period from inception to March 31,
      2008.





Operating
      results for the interim period presented are not necessarily indicative of
      the
      results to be expected for the full year. The condensed balance sheet at
      December 31, 2007 has been derived from the audited financial
      statements.




The
      accompanying unaudited financial statements should be read in conjunction with
      the audited financial statements and notes thereto for the year ended December
      31, 2007. Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted pursuant
      to the rules and regulations of the Securities and Exchange Commission (“SEC”).
      The results of the three month periods ended March 31, 2008 are not necessarily
      indicative of the results to be expected for the full fiscal year ending
      December 31, 2008.




7





The
      registration statement for the Company’s initial public offering (the “Public
      Offering”) was declared effective on December 20, 2006.





On
      December 20, 2006, the Company’s officers and directors purchased, individually
      or through entities controlled by them, an aggregate of 133,333 units in a
      private placement (the “Private Placement”) at $6.00 per unit for an aggregate
      of $800,000.





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).





**NOTE
      2 —** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**




**Use
      of Estimates**




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




**Development
      Stage Enterprise**




The
      Company is a development stage enterprise, as defined in Financial Accounting
      Standards Board No. 7. The Company‘s planned principal operations have not
      commenced, and, accordingly, no revenue has been derived during this
      period.




**Cash
      and Cash Equivalents**




The
      Company considers all liquid investments with a maturity of three months or
      less
      from the date of purchase that are readily convertible into cash to be cash
      equivalents.





**NOTE
      3 — RECENT ACCOUNTING PRONOUNCEMENTS**





In
      September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (“GAAP”), and expands disclosures about
      fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, FASB having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. This Statement is effective for
      financial statements issued for fiscal years beginning after November 15, 2007,
      and interim periods within those fiscal years. Management is currently
      evaluating the effect of this pronouncement on the financial
      statements.




9




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





1.
            A
                brief description of the provisions of this Statement





2.
            The
                date that adoption is required





3.
            The
                date the employer plans to adopt the recognition provisions of this
                Statement, if earlier.





The
      requirement to measure plan assets and benefit obligations as of the date of
      the
      employer’s fiscal year-end statement of financial position is effective for
      fiscal years ending after December 15, 2008. Management is currently evaluating
      the effect of this pronouncement on the consolidated financial
      statements.





In
      February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
      years beginning after November 15, 2007. Early adoption is permitted subject
      to
      specific requirements outlined in the new statement. Therefore, calendar-year
      companies may be able to adopt FAS 159 for their first quarter 2007 financial
      statements. The new statement allows entities to choose, at specified election
      dates, to measure eligible financial assets and liabilities at fair value that
      are not otherwise required to be measured at fair value. If a company elects
      the
      fair value option for an eligible item, changes in that item's fair value in
      subsequent reporting periods must be recognized in current earnings. FAS 159
      also establishes presentation and disclosure requirements designed to draw
      comparison between entities that elect different measurement attributes for
      similar assets and liabilities. Management is in the process of evaluating
      this
      new statement.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements”. This Statement amends ARB 51 to establish
      accounting and reporting standards for the noncontrolling (minority) interest
      in
      a subsidiary and for the deconsolidation of a subsidiary. It clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. SFAS No. 160 is effective for the Company’s fiscal year
      beginning October 1, 2009. Management is currently evaluating the effect of
      this
      pronouncement on financial statements.




10





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
      Statement replaces SFAS No. 141, Business Combinations. This Statement retains
      the fundamental requirements in Statement 141 that the acquisition method of
      accounting (which Statement 141 called the purchase method) be used for all
      business combinations and for an acquirer to be identified for each business
      combination. This Statement also establishes principles and requirements for
      how
      the acquirer: a) recognizes and measures in its financial statements the
      identifiable assets acquired, the liabilities assumed, and any noncontrolling
      interest in the acquiree; b) recognizes and measures the goodwill acquired
      in
      the business combination or a gain from a bargain purchase and c) determines
      what information to disclose to enable users of the financial statements to
      evaluate the nature and financial effects of the business combination. SFAS
      No.
      141(R) will apply prospectively to business combinations for which the
      acquisition date is on or after Company’s fiscal year beginning October 1, 2009.
      While the Company has not yet evaluated this statement for the impact, if any,
      that SFAS No. 141(R) will have on its consolidated financial statements, the
      Company will be required to expense costs related to any acquisitions after
      September 30, 2009.




In
      March,
      2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
      Instruments and Hedging Activities”. The new standard is intended to improve
      financial reporting about derivative instruments and hedging activities by
      requiring enhanced disclosures to enable investors to better understand their
      effects on an entity’s financial position, financial performance, and cash
      flows. It is effective for financial statements issued for fiscal years and
      interim periods beginning after November 15, 2008, with early application
      encouraged. The new standard also improves transparency about the location
      and
      amounts of derivative instruments in an entity’s financial statements; how
      derivative instruments and related hedged items are accounted for under
      Statement 133; and how derivative instruments and related hedged items affect
      its financial position, financial performance, and cash flows. FASB Statement
      No. 161 achieves these improvements by requiring disclosure of the fair values
      of derivative instruments and their gains and losses in a tabular format. It
      also provides more information about an entity’s liquidity by requiring
      disclosure of derivative features that are credit risk-related. Finally, it
      requires cross-referencing within footnotes to enable financial statement users
      to locate important. Based on current conditions, the Company does not expect
      the adoption of SFAS 161 to have a significant impact on its results of
      operations or financial position.





**NOTE
      4 — OFFERING AND PRIVATE PLACEMENT**





On
      December 20, 2006, the Company’s officers and directors purchased, individually
      or through entities controlled by them, an aggregate of 133,333 units in the
      Private Placement at $6.00 per unit for an aggregate of $800,000.





On
      December 27, 2006, the Company consummated its Public Offering by selling
      6,000,000 Units at a price of $6.00 per Unit to the public. Each Unit consists
      of one share of the Company’s common stock, $.0001 par value, and two Redeemable
      Common Stock Purchase Warrants (“Warrants”). Each Warrant will entitle the
      holder to purchase from the Company one share of common stock at an exercise
      price of $5.00 commencing the later of the completion of a business combination
      with a target business or December 20, 2007 and expiring December 20, 2010.
      An
      additional 900,000 units may be issued on exercise of a 45-day option granted
      to
      the underwriters to cover any over-allotments. After the Warrants become
      exercisable, the Warrants will be redeemable by the Company at a price of $.01
      per Warrant upon 30 days notice, but only in the event that the last sale price
      of the common stock is at least $8.50 per share for any 20 trading days within
      a
      30 trading day period ending on the third day before the Company sends the
      notice of redemption.




11





On
      January 25, 2007, the Company consummated the sale of 900,000 units pursuant
      to
      the exercise of the over-allotment option the Company granted to the
      underwriters of the Company’s initial public offering. The units were sold at an
      offering price of $6.00 per unit, generating aggregate gross proceeds of
      $5,400,000. After deducting the underwriting discounts and commissions,
      $5,211,000 was deposited into the trust account, which includes $135,000 of
      deferred underwriting compensation that will be paid to underwriters if a
      business combination is consummated.





All
      of
      the Company’s stockholders prior to the Public Offering waived their right to
      liquidation distributions with respect to the shares of common stock owned
      by
      them prior to the Public Offering, including the shares of common stock included
      in the units sold in the private placement. Accordingly, in the event of a
      liquidation, the amount in the Trust Account will be distributed to the holders
      of the shares sold in the Public Offering.





**NOTE
      5 - CASH IN TRUST**





On
      December 20 and December 27, 2006, the Company consummated the Private Placement
      and Public Offering of 133,333 units and 6,000,000 units, respectively. The
      net
      proceeds to us from the Public Offering and the Private Placement were
      $33,617,500. Of this amount, $600,000 was released to us to be used to provide
      for business, legal and accounting due diligence on prospective business
      combinations and continuing operating expenses, and the remaining balance of
      $33,017,500 was deposited into a Trust Account.





On
      January 25, 2007, the Company consummated the sale of 900,000 units pursuant
      to
      the exercise by the underwriters of the over-allotment option the Company
      granted to the underwriters in the Company’s Public Offering. After deducting
      the underwriting discounts and commissions, $5,211,000 was deposited into the
      Trust Account.





On
      December 28, 2006, the Company purchased $34,766,000 of a US Treasury Bill
      (T-Bill) which was due on June 28, 2007 which paid interest at an annualized
      interest rate of 4.83%. The total cost was $33,917,089. On January 25, 2007,
      $5,211,000 was used to purchase the same US T-Bill which paid interest at an
      annualized interest rate of 4.91%. On June 28, 2007, the balance of trust
      account was $40,089,063 which includes interest income from the US T-Bills
      that
      matured on June 28, 2007. On June 28, 2007, the Company withdrew $600,000 from
      the trust account for business, legal and accounting due diligence expenses
      on
      prospective business combinations and continuing operating expenses. After
      deducting $600,000 for working capital, $39,488,432 was reinvested for 3 months
      US T-Bill at an annualized interest rate of 4.60%. On September 28, 2007, the
      Company reinvested $39,953,218 to purchase 3 months US T-Bill at an annualized
      interest rate of 3.67%. On December 28, 2007, the Company reinvested
      $40,314,411.17 to purchase 3 months US T-Bill at an annualized interest rate
      of
      3.22%.




12





As
      of
      March 31, 2008, the balance of Trust Account was $40,623,418.





**NOTE
      6 — PREPAID**





In
      January 2007, the Company signed a Directors and Officers liability insurance
      contract which covers 18 months from December 20, 2006 to June 20, 2008. The
      total value of the contract is $105,000 and was paid in full in January 2007.
      This expense must be amortized within 18 months. As of March 31, 2008, the
      net
      balance is $17,500.





The
      Company prepaid $10,000 to its printer to cover the costs of SEC fillings and
      printing expenses related to the SEC fillings. As of March 31, 2008, the balance
      is $7,703.





The
      Company also prepaid $9,047 to the CEO as traveling and accommodation expenses.





**NOTE
      7 — ACCRUED EXPENSES**





As
      of
      March 31, 2008, accrued expenses also included audit fees of $5,000 and other
      consulting fee of $7,155 and provision for income tax of $676,057.




**NOTE
      8 — STOCKHOLDERS’ EQUITY**





In
      connection with the Public Offering, the Company paid an underwriting discount
      of 3.5% of the gross offering proceeds and a nonaccountable expense allowance
      of
      1.0% the gross offering proceeds, to the underwriters at the closing of the
      Public Offering. The underwriters have agreed to defer additional underwriting
      fees (inclusive of interest, net of taxes payable) equal to 2.5% of the gross
      proceeds of the offering, or approximately $900,000 (assuming no exercise of
      the
      over-allotment option), until the consummation of the initial business
      combination. On January 25, 2007, the Company consummated the sale of 900,000
      units pursuant to the exercise of the over-allotment option the Company granted
      to the underwriters of the Company’s initial public offering. The underwriters
      also agreed to deposit $135,000 of deferred underwriting compensation into
      the
      trust account. Upon the consummation of the initial business combination, the
      Company will pay such deferred fees held in trust at JPMorgan Chase NY Bank,
      maintained by Continental Stock Transfer & Trust Company acting as trustee,
      and that amount will not be available for use to acquire an operating business.
      In the event that a business combination is not consummated within the required
      time period, that amount will be included in the distribution to the public
      stockholders of the proceeds held in trust.





On
      December 27, 2006, the Company sold to Merriman Curhan Ford & Co., the
      representative of the underwriters, for $100, a previously granted option to
      purchase up to a total of 360,000 units. This option is exercisable at $7.50
      per
      unit commencing on the later of the consummation of a business combination
      and
      one year from the date of our prospectus and expiring 4 years from the date
      of
      our prospectus. This option also contains a cashless exercise feature that
      allows the holder or holders of the option to receive units on a net exercise
      basis. The units issuable upon exercise of this option are identical to those
      offered by our prospectus except that the warrants included in the option have
      an exercise price of $6.25 (125% of the exercise price of the warrants included
      in the units sold in the offering). The option and the 360,000 units, the
      360,000 shares of common stock and the 720,000 warrants underlying such units,
      and the 720,000 shares of common stock underlying such warrants, have been
      deemed compensation by the National Association of Securities Dealers (“NASD”)
      and are therefore subject to lock-up under Rule 2710(g)(1) of the NASD Conduct
      Rules, pursuant to which the option may not be sold, transferred, assigned,
      pledged or hypothecated for a period of 180 days following the date of our
      prospectus. However, the option may be transferred to any underwriter and
      selected dealer participating in the offering and their bona fide officers
      or
      partners.




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
      March 31, 2008, the Company had authorized 89,000,000 shares of common stock,
      par value $0.0001 per share. Number of shares issued and outstanding was
      8,758,333. Number of warrants issued and outstanding was
      11,158,358.





Number
                of Warrants
            ,
            Weighted
              AverageExercise
                Price
            
            Aggregate
              IntrinsicValueOutstanding
                December 31, 2007
            
            11,158,358
            
            $
            5.00
            
            $
            5,244,429Issued
                during the period
            
            -
            
            
            -
            
            
            =Expired
            
            -
            
            
            -
            
            
            =Exercised
            
            -
            
            
            -
            
            
            =Outstanding
                March 31, 2008
            
            11,158,358
            
            $
            5.00
            
            $
            6,360,264




14




Following
      is a summary of the status of warrants outstanding at March 31,
      2008:





Exercise
                Price
            
            
            Total
                Warrants Outstanding
            
            
            Weighted
                Average Remaining Life (Years)
            
            
            Weighted
                Average Exercise Price
            
            
            Warrants
              Exercisable
            
            
            Weighted
                Average Exercise Price of Exercisable Warrants$5.00
            
            
            
            11,158,358
            
            
            
            2.75
            
            
            $
            5.00
            
            
            
            11,158,358
            
            
            $
            5.00





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




At
      March
      31, 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:





03/31/2008
            
            U.S.
            
            State
            
            TotalCurrent
            
            $
            61,322
            
            $
            0
            
            $
            61,322Deferred
            
            
            -
            
            
            -
            
            
            -Total
            
            $
            61,322
            
            $
            0
            
            $
            61,322




12/31/2007
            
            U.S.
            
            State
            
            TotalCurrent
            
            $
            589,735
            
            $
            0
            
            $
            589,735Deferred
            
            
            -
            
            
            -
            
            
            -Total
            
            $
            589,735
            
            $
            0
            
            $
            589,735





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





03/31/2008
            
            12/31/2007US
                statutory tax rate
            
            
            34
            %
            
            34
            %Effective
                rate
            
            
            34
            %
            
            34
            %




**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**




**Forward
      Looking Statements**




This
      Quarterly Report on Form 10-Q includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
      the negative of such terms or other similar expressions. Factors that might
      cause or contribute to such a discrepancy include, but are not limited to,
      those
      described under Item 1A “Risk Factors” in our Annual Report on Form 10-K and in
      our other Securities and Exchange Commission filings. The following discussion
      should be read in conjunction with our Financial Statements and related Notes
      thereto included elsewhere in this report.




**Overview**




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. Our original
      intention was to seek an acquisition opportunity within the media and
      advertising industry in China. While we continue to pursue opportunities in
      the
      media and advertising arena, due to market and regulatory concerns, we have
      broadened our search for an appropriate business acquisition opportunity. Our
      certificate of incorporation does not require us to seek a business combination
      within any specific industry; 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.




16





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





We
      intend
      to utilize cash derived from the proceeds of our recently completed Public
      Offering, our capital stock, debt or a combination of cash, capital stock and
      debt, in effecting a business combination.





There
      is
      no 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.





As
      of
      March 31, 2008, the Company is continuing its search process to acquire direct
      or indirect ownership through a merger, capital stock exchange, asset or stock
      acquisition or other similar business combination, or control through
      contractual arrangements, of one or more operating businesses in China.




**Critical
      Accounting Policies**




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





Management
      does not believe that any recently issued, but not yet effective, accounting
      standards if currently adopted would have a material effect on the accompanying
      financial statements.




**Results
      of Operations for the Three Month Periods Ended March 31, 2008 and March 31,
      2007**




For
      the three month period ended March 31, 2008, we earned interest income of
      $325,411. For the same period ended March 31, 2007, our interest income was
      $449,508. The
      interest income was primarily 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.




17





Our
      operating expenses during the three months ended March 31, 2008 were $145,051,
      of which $55,564 was for professional fees, $25,000 was for franchise tax and
      $64,487 was for other operating costs. We
      also
      have provided for $61,322 in income taxes. For
      the comparative period of 2007, our operating expenses were $116,883, of which
      $26,274 was for professional fees, $1,664 was for franchise taxes and $88,945
      was for other operating costs.





The
      professional fees incurred during the three months ended March
      31, 2008 were related to maintaining a publicly listing company and to complete the acquisition
      of an operating business .





We
      had a net gain of $119,038 for the three month periods ended March 31, 2008
      as
      compared to $332,625 during the same period of 2007.





**Liquidity
      and Capital Resources.**





In
      the
      initial public offering consummated on December 27, 2006 and private placement
      consummated on December 20, 2006, including the over-allotment option
      consummated on January 25, 2007, we sold a total of 7,033,333 units, for
      aggregate gross proceeds of $42,199,998. Each unit consisted of one share of
      common stock and two warrants. The net proceeds from the sale of these
      units were approximately $38,828,500. The aggregate offering expenses were
      approximately $3,371,498. From the net proceeds of the initial public offering
      and private placement (and not the over-allotment option), $600,000 were
      released to the Company to be used to provide for business, legal and accounting
      due diligence on prospective business combinations and continuing operating
      expenses of the Company until the consummation of a business combination, if
      any. From the amount placed on deposit in the trust account, upon consummation
      of a business combination, if any, we will pay to Merriman Curhan Ford &
Co., the underwriter of the initial public offering, an aggregate of deferred
      commissions in the amount of $1,035,000. Of the net proceeds from the initial
      public offering (including the over-allotment) and the private placement, we
      deposited $38,228,500 in the trust account for use in connection with the
      acquisition of an operating business. The interest earned on the amount
      deposited in the trust account is available to the Company to pay the income
      taxes on the earned income, and under the terms of the agreement for the trust
      account $600,000 was released for other permitted expenses in connection with
      the consummation of the business plan.





We
      will
      use substantially all of the net proceeds of our initial public offering and
      December 2006 private placement to acquire one or more operating businesses,
      including identifying and evaluating prospective acquisition candidates,
      selecting the target business, and structuring, negotiating and consummating
      the
      business combination. To the extent that our capital stock is used in whole
      or
      in part as consideration to effect a business combination, the proceeds held
      in
      the trust account as well as any other net proceeds not expended may be used
      to
      finance the operations of the target business or target businesses, to pay
      finders fees or other expenses contingent on consummating a business
      combination, or for further acquisitions.




18





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 in a 3 month
      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%.





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, a director of the
      Company, David Y. Chen, our chief executive officer, Hock S. Ong, our chief
      financial officer, and Estelle Lau, an officer of the Company, advanced to
      us an
      aggregate of $40,000 to cover additional expenses related to our Public
      Offering. These notes and the accrued interest thereon were repaid out of the
      proceeds of our Public Offering.





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





From
      inception through March 31, 2008, we earned interest income of $2,074,874,
      most
      of which was earned on funds held in the Trust Account since the Public
      Offering. We also paid $10,447 of interest expenses related to notes payables
      since inception through March 31, 2008.





We
      believe we will have sufficient available funds outside of the trust account
      to
      operate through the whole year. We do not believe we will need to raise
      additional funds in order to meet the expenditures required for operating our
      business prior to consummation of a business transaction. However, we may need
      to raise additional funds through a private offering of debt or equity
      securities if such funds are required to consummate a business combination
      that
      is presented to us. We would only consummate such a financing simultaneously
      with the consummation of a business combination.





19





**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
      March 31, 2008 was made under the supervision and with the participation of
      our
      management, including our chief executive officer and chief financial officer.
      Based on that evaluation, they concluded that our disclosure controls and
      procedures are effective as of the end of the period covered by this report
      to
      ensure that information required to be disclosed by us in reports that we file
      or submit under the Securities Exchange Act of 1934 is accumulated and
      communicated to our management (including such officers) as appropriate to
      allow
      timely decisions regarding required disclosure and recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms. During the period covered by this Quarterly
      Report on Form 10-Q, there has been no significant change in our internal
      control over financial reporting that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting.





20


**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




None




**ITEM
      1A. RISK FACTORS**




In
      addition to the other information set forth in this report, you should carefully
      consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual
      Report on Form 10-K for the year ended December 31, 2007, which could materially
      affect our business, financial condition or future results. The risks described
      in our Annual Report on Form 10-K is not the only risks facing our Company.
      Additional risks and uncertainties not currently known to us or that we
      currently deem to be immaterial also may materially adversely affect our
      business, financial condition and/or operating results.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**




On
      December 20 and December 27, 2006, the Company consummated a Private Placement
      and our Public Offering of 133,333 units and 6,000,000 units, respectively.
      Each
      unit consists of one share of our common stock and two warrants. Each warrant
      entitles the holder to purchase one share of our common stock at an exercise
      price of $5.00 per share. The units sold in our Private Placement and Public
      Offering were sold at an offering price of $6.00 per unit, generating gross
      proceeds of $800,000 and $36,000,000, respectively. After deducting the
      underwriting discounts and commissions, the placement fee and the offering
      expenses, the net proceeds to us from the Public Offering and the Private
      Placement were $33,617,500. Of this amount, $600,000 was, released to us to
      be
      used to provide for business, legal and accounting due diligence on prospective
      business combinations and continuing operating expenses, and the remaining
      balance of $33,017,500 was deposited into a Trust Account. On January 25, 2007,
      the Company consummated the public sale of 900,000 additional units pursuant
      to
      the exercise by the underwriters of their over-allotment option granted as
      part
      of the initial public offering. After deducting the underwriting discounts
      and
      commissions, an additional $5,211,000 was deposited into the trust account.
      In
      connection with the initial public offering and exercise of the over-allotment,
      the underwriters agreed to defer payment of approximately $1,035,000 of the
      discounts and commissions on the public sale of the securities, equal to 2.5%
      of
      the gross proceeds, which amount will be paid only on consummation of a business
      combination.





During
      the quarter ended March 31, 2008, we used the following amounts from the
      proceeds of the Public Offering: $55,564 for professional fees and $64,487
      for
      general and administrative expenses .




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None




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




None




21




**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
                .




22




**SIGNATURES**




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




SHINE
                MEDIA ACQUISITION CORPORATIONMay
                5, 2008
            By:
            /s/
                David Y. Chen**David
                Y. Chen Chief**
              **Executive
                Officer and President****(principal
                executive officer)**




May
                5, 2008
            By:
            /s/
                Hock S. Ong**Hock
                S. Ong**
              **Chief
                Financial Officer (principal financial and accounting
                officer)**





23