**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 June 30,
                  2007.
  or
  o
              Transition
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934
                For
                  the transition period from ________ to
                  ________.
  **Commission
        File Number: 001-32685**
  **Shine
        Media Acquisition Corporation**
 (Exact
        name of registrant as specified in its charter)
  **Delaware**
              
              **20-3086866**(State
                  or Other Jurisdiction of
                Incorporation
                  or Organization)
              
              (I.R.S.
                  Employer
                Identification
                  No.)
  **c/o
        29 Level, Central Plaza 381 Huai Hai Zhong Road,**
 **Shanghai
        200020, China**
 (Address
        of Principal Executive Offices including Zip Code)
  **(86)
        21 6391 6188**
 **** (Registrant’s
        Telephone Number, Including Area Code)
  Indicate
        by check mark whether the Registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
        months
        (or for such shorter period that the registrant was required to file such
        reports), and (2) has been subject to such filing requirements for the past
        90
        days. Yes x No o
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange. (Check one):
  Large
                  Accelerated Filero
              Accelerated
                  Filero
              Non-Accelerated
                  Filerx
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 Yes x  No o
  There
        were 8,758,333 shares of the Registrant’s common stock issued and outstanding as
        of July 20, 2007.
  1
  **Shine
        Media Acquisition Corporation Index to Form 10-Q**
 
 Part
                  I.
              
              Financial
                  Information
              
              3Item
                  1. Financial Statements
              
              3Balance
                  Sheet as of June 30, 2007(Unaudited) and December 31, 2006
              
              3Statements
                  of Operations for the three month periods and six month periods
                  ended June
                  30, 2007 and 2006 and the period from inception to June 30, 2007
                  (Unaudited)
              
              4Statements
                  of stockholders’ equity for the period from inception to June 30, 2007
                  (Unaudited)
              
              5Statements
                  of Cash Flows for the six month periods ended June 30, 2007 and
                  2006 and
                  the period from inception to June 30, 2007 (Unaudited)
              
              6Notes
                  to Financial Statements (Unaudited)
              
              7Item
                  2. Management’s Discussion and Analysis of Financial Condition and Results
                  of Operations
              
              15Item
                  3. Quantitative and Qualitative Disclosures About Market Risk
              
              19Item
                  4. Controls and Procedures
              
              19Part
                  II.
              
              Other
                  Information
              
              20Item
                  1. Legal Proceedings
              
              20Item
                  1A. Risk Factors
              
              20Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              20Item
                  3. Defaults Upon Senior Securities
              
              21Item
                  4. Submission of Matters to a Vote of Security Holders
              
              21Item
                  5. Other Information
              
              21Item
                  6. Exhibits
              
              21SIGNATURES
              
              22
 2
  **PART
        I - FINANCIAL INFORMATION**
  **ITEM
        1. FINANCIAL STATEMENTS**
  **SHINE
        MEDIA ACQUISITION CORPORATION**
 (a
        development stage company)
 **BALANCE
        SHEET**
 
 ***June
                  30, 2007***
              
              ***December
                  31, 2006******(Unaudited)*****ASSETS****Current
                  assets:**Cash
                  & cash equivalents
              
              $
              733,707
              
              $
              773,484Cash
                  in trust
              
              
              39,501,733
              
              
              33,931,152Prepaid
              
              
              91,236
              
              
              -Other
                  receivable
              
              
              2,953
              
              
              -Total
                  Assets
              
              $
              40,329,629
              
              $
              34,704,636**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  liabilities:**Accrued
                  expenses
              
              $
              277,034
              
              $
              138,647Accrued
                  offering costs
              
              
              1,004,829
              
              
              1,040,500Due
                  to stockholders
              
              
              -
              
              
              54,460Total
                  Liabilities
              
              
              1,281,863
              
              
              1,233,607Common
                  stock subject to possible redemption - 1,379,310 shares at redemption
                  value
              
              
              7,821,687
              
              
              6,600,198Commitments
              
              
              -
              
              
              -**Stockholders'
                  equity:**Preferred
                  stock, $0.0001 par value, authorized 1,000,000 shares; none
                  issued
              
              
              -
              
              
              -Common
                  Stock, $0.0001 par value, authorized 89,000,000; issued and outstanding
                  -8,758,333 shares as at June 30, 2007 and 7,633,333 shares as at
                  December
                  31, 2006
              
              
              876
              
              
              763Paid-in
                  capital in excess of par
              
              
              30,871,092
              
              
              27,012,868Comprehensive
                  gain
              
              
              12,700
              
              
              -Retained
                  earnings (deficit) during the development stage
              
              
              341,411
              
              
              (142,800
              )Total
                  stockholders' equity
              
              
              31,226,079
              
              
              26,870,831Total
                  liabilities and stockholders' equity
              
              $
              40,329,629
              
              $
              34,704,636
  See
        accompanying notes to these unaudited condensed financial
        statements.
 3
  **SHINE
          MEDIA ACQUISITION CORPORATION**
 (a
        development stage company)
 **STATEMENT
        OF OPERATIONS**
 (Unaudited)
  ***Three
                  Month Periods ended June 30, 2007***
              
              ***Three
                  Month Periods ended June 30, 2006***
              
              ***Six
                  Month Periods ended***
                ***June
                  30, 2007***
              
              ***Six
                  Month Periods ended***
                ***June
                  30, 2006***
              
              ***For
                  the Period from June 24, 2005***
                ***(Inception)
                  to June 30, 2007***Operating
                  CostsProfessional
                  fees
              
              $
              (4,500
              )
              
              -
              
              $
              (30,774
              )
              
              -
              
              $
              (65,274
              )Franchise
                  tax
              
              
              (41,000
              )
              
              -
              
              
              (42,664
              )
              
              (2,665
              )
              
              (145,164
              )Other
                  operating costs
              
              
              (52,138
              )
              
              (772
              )
              
              (141,083
              )
              
              (2,481
              )
              
              (151,383
              )Total
                  operating costs
              
              
              (97,638
              )
              
              (772
              )
              
              (214,521
              )
              
              (5,146
              )
              
              (361,821
              )Interest
                  income
              
              
              498,666
              
              
              186
              
              
              948,174
              
              
              514
              
              
              963,121Interest
                  expense
              
              
              -
              
              
              (1,695
              )
              
              -
              
              
              (3,372
              )
              
              (10,447
              )Income
                  (loss) before income tax
              
              
              401,028
              
              
              (2,281
              )
              
              733,653
              
              
              (8,004
              )
              
              590,853Provision
                  for income tax
              
              
              249,442
              
              
              -
              
              
              249,442
              
              
              -
              
              
              249,442Net
                  income (loss) after income tax
              
              $
              151,586
              
              
              (2,281
              )
              $
              484,211
              
              
              (8,004
              )
              $
              341,411Weighted
                  average shares outstanding (basic and diluted)
              
              
              8,758,333
              
              
              1,500,000
              
              
              8,608,333
              
              
              1,500,000
              
              
              3,271,784Net
                  Income/( loss) per share (basic and diluted)
              
              $
              0.02
              
              
              (0.00
              )
              $
              0.06
              
              
              (0.01
              )
              $
              0.10
 
 See
        accompanying notes to these unaudited condensed financial
        statements.
 4
 **SHINE
                    MEDIA ACQUISITION CORPORATION**
                  (a
                    development stage company)
                  **STATEMENT
                    OF STOCKHOLDERS' EQUITY****(Unaudited)****For
                    the period from June 24, 2005 (Inception) to June 30,
                    2007**
 
 **Retained
                      Earnings/**
                    **(Deficit****Accumulated)****Additional**
                  
                  
                  
                  **During
                      The****Common
                      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
                  
                  
                  -
                  
                  
                  -
                  
                  
                  799,998Shares
                      issued in public offering
                  
                  
                  6,000,000
                  
                  
                  600
                  
                  
                  32,788,231
                  
                  
                  -
                  
                  
                  -
                  
                  
                  32,788,831Shares
                      reclassified to "common stock subject to possible
                      redemption"
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (6,600,198
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  (6,600,198
                  )Net
                      loss
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  
                  
                  
                  (136,906
                  )
                  
                  (136,906
                  )Balance
                      at December 31, 2006
                  
                  
                  7,633,333
                  
                  
                  763
                  
                  
                  27,012,868
                  
                  
                  -
                  
                  
                  (142,800
                  )
                  
                  26,870,831Shares
                      issued for underwriter's over-allotment
                  
                  
                  900,000
                  
                  
                  90
                  
                  
                  5,210,910
                  
                  
                  -
                  
                  
                  -
                  
                  
                  5,211,000Shares
                      issued for management option
                  
                  
                  225,000
                  
                  
                  23
                  
                  
                  3,803
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,826Shares
                      reclassified to "common stock subject to possible
                      redemption"
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,221,489
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  (1,221,489
                  )Comprehensive
                      gain on marketable securities
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  12,700
                  
                  
                  
                  
                  
                  12,700Deferred
                      underwriter’s commission
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (135,000
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  (135,000
                  )Net
                      income
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  484,211
                  
                  
                  484,211Balance
                      at June 30,2007
                  
                  
                  8,758,333
                  
                  $
                  876
                  
                  $
                  30,871,092
                  
                  $
                  12,700
                  
                  $
                  341,411
                  
                  $
                  31,226,079
 See
        accompanying notes to these unaudited condensed financial
        statements.
 
 5
  **SHINE
        MEDIA ACQUISITION CORPORATION**
 (a
        development stage company)
 **STATEMENT
        OF CASH FLOWS**
 (Unaudited)
 
 **Six
                  Month Periods ended*****June 30, 2007***
              
              **Six
                  Month Periods ended*****June 30, 2006***
              
              ***For
                  the Period from June 24, 2005(Inception) to June 30,
                  2007******Cash
                  flow from operating activities***Net
                  Income/( Loss)
              
              $
              484,211
              
              $
              (8,004
              )
              $
              341,411Adjustments
                  to reconcile net income (loss) to net cash provided by (used
                  in)operating
                  expenses:Interest
                  earned on funds held in trust
              
              
              (346,882
              )
              
              -
              
              
              (360,534
              )Change
                  in current assets and liabilities:Increase
                  in accrued offering expenses
              
              
              (170,672
              )
              
              -
              
              
              (170,672
              )Increase/(decrease)
                  in accrued expenses
              
              
              138,387
              
              
              29,397
              
              
              285,834Increase
                  in prepaid
              
              
              (91,236
              )
              
              (76,023
              )
              
              (91,236
              )Net
                  cash provided by (used in) operating activities
              
              
              13,808
              
              
              (54,630
              )
              
              4,803***Cash
                  flow from investing activities***Payment
                  to trust account
              
              
              (5,211,000
              )
              
              -
              
              
              (39,128,500
              )***Cash
                  flow from financing activities***Proceeds
                  from initial sale of common stock
              
              
              -
              
              
              -
              
              
              25,000Proceeds
                  from private placement
              
              
              -
              
              
              -
              
              
              800,000Gross
                  proceeds from public offering
              
              
              -
              
              
              -
              
              
              36,000,000Proceeds
                  from underwriter’s option
              
              
              -
              
              
              -
              
              
              100Proceeds
                  from underwriter's over-allotment
              
              
              5,400,000
              
              
              -
              
              
              5,400,000Proceeds
                  from management option
              
              
              3,825
              
              
              -
              
              
              3,825Decrease
                  in due to stockholder
              
              
              (57,410
              )
              
              -
              
              
              (2,950
              )Payment
                  of offering costs
              
              
              (189,000
              )
              
              -
              
              
              (2,359,771
              )Payment
                  of interest on notes payable, stockholders
              
              
              -
              
              
              -
              
              
              (8,800
              )Net
                  cash provided by financing activities
              
              
              5,157,415
              
              
              -
              
              
              39,857,404Net
                  increase/(decrease) in cash & cash equivalents
              
              
              (39,777
              )
              
              (54,630
              )
              
              733,707**Cash
                  & cash equivalents, beginning of period**
              
              
              773,484
              
              
              65,176
              
              
              -**Cash
                  & cash equivalents, ending of period**
              
              $
              733,707
              
              $
              10,546
              
              $
              733,707
 
 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 Corp. (the “Company”) was incorporated in Delaware on June 24,
        2005 as a blank check company formed to acquire, through a merger, capital
        stock
        exchange, asset or stock acquisition or other business combination, an operating
        company in the media and advertising industry in China.
 
 The
        company has not acquired an entity as of June 30, 2007. The Company has selected
        December 31 as its fiscal year end. The Company is considered to be in the
        development stage and is subject to the risks associated with activities
        of
        development stage companies.
  The
        balance sheet at June 30, 2007, statement of operations for the three month
        periods and the six month periods ended June 30, 2007 and 2006 and for the
        period from inception to June 30, 2007, and statement of cash flows for the
        six
        month periods ended June 30, 2007 and 2006 and for the period from inception
        to
        June 30, 2007 are unaudited. In the opinion of management, all adjustments
        (consisting of normal adjustments) have been made that are necessary to present
        fairly the financial position of the Company as of June 30, 2007, the results
        of
        its operation for the six months ended June 30, 2007 and 2006 and for the
        period
        from inception to June 30, 2007, the statement of cash flows for the six
        months
        ended June 30, 2007 and 2006 and for the period from inception to June 30,
        2007.
 
 Operating
        results for the interim period presented are not necessarily indicative of
        the
        results to be expected for the full year. The condensed balance sheet at
        December 31, 2006 has been derived from the audited financial
        statements.
  The
        accompanying unaudited financial statements should be read in conjunction
        with
        the audited financial statements and note thereto for the year ended December
        31, 2006. Certain information and footnote disclosures normally included
        in
        financial statements prepared in accordance with accounting principles generally
        accepted in the United States of America have been condensed or omitted pursuant
        to the rules and regulations of the Securities and Exchange Commission (“SEC”).
        The results of the six month periods ended June 30, 2007 are not necessarily
        indicative of the results to be expected for the full fiscal year ending
        December 31, 2007.
 
 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.
 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
        in
        the event of the Company’s liquidation (or $5.65 per unit for each of the public
        stockholders), was placed in a Trust Account (“Trust Account”) at JPMorgan Chase
        NY Bank, maintained by Continental Stock Transfer & Trust Company acting as
        trustee, and invested until the earlier of (i) the consummation of the Company’s
        first business combination; or (ii) the liquidation of the Company. This
        amount
        includes $900,000 of underwriting compensation to be paid to the
        underwriters, if and only if, a business combination is consummated. The
        liability for this $900,000 is included on the Company's balance sheet under
        accrued offering costs. The placing of funds in the Trust Account may not
        protect those funds from third party claims against the Company. The remaining
        proceeds may be used to pay for business, legal and accounting due diligence
        on
        prospective acquisitions and continuing general and administrative
        expenses.
 
 The
        Company’s management has broad discretion with respect to the specific
        application of the net proceeds of the Public Offering and Private Placement,
        although substantially all of the net proceeds of the Public Offering and
        Private Placement are intended to be generally applied toward consummating
        a
        business combination with one or more operating businesses. As used herein,
        a
“target business” means an operating business in the media and advertising
        industry in China and a “business combination” shall mean the direct or indirect
        acquisition by the Company of the ownership or control of such a target business
        or businesses. There is no assurance that the Company will be able to
        successfully effect a business combination.
 
 The
        Company, after signing a definitive agreement for the acquisition of a target
        business, will submit such transaction for stockholder approval. In the event
        that stockholders owning 20% or more of the Company’s common stock sold in the
        Public Offering (which excludes, for this purpose, those persons who were
        stockholders prior to the Public Offering) vote against the business combination
        and exercise of their conversion rights, the business combination will not
        be
        consummated. All of the Company’s stockholders prior to the Public Offering,
        including all of the officers and directors of the Company (“Pre-IPO
        Stockholders”), have agreed to vote their 1,500,000 founding shares of common
        stock, the 133,333 shares comprising the units in the Private Placement and
        any
        shares of common stock acquired by them in the aftermarket in accordance
        with
        the vote of the majority in interest of all other stockholders of the Company
        (“Public Stockholders”) with respect to any business combination.  After
        consummation of the Company’s first business combination, all of these voting
        safeguards will no longer be applicable.
  With
        respect to the first business combination, which is approved and consummated,
        any Public Stockholder who voted against the business combination may demand
        that the Company convert his or her shares into cash. The per share conversion
        price will equal the amount in the Trust Account as of two business days
        prior
        to the date the proposed business combination is to be consummated (net of
        taxes
        payable), divided by the number of shares of common stock held by Public
        Stockholders at the consummation of the Public Offering. If 20% or more of
        the
        Public Stockholders elect to convert their shares into cash, then the Company
        will not be permitted to go forward with the business combination. Accordingly,
        Public Stockholders holding 19.99% of the aggregate number of shares sold
        in the
        Public Offering may convert their shares in the event of a business
        combination.
 
 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).
 8
  **NOTE
        2 —** **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
  **USE
        OF ESTIMATES**
   The
        preparation of financial statements in conformity with generally accepted
        accounting principles in the United States requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosure of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period. Actual results could differ from those estimates.
   **DEVELOPMENT
        STAGE ENTERPRISE**
  The
        Company is a development stage enterprise, as defined in Financial Accounting
        Standards Board No. 7. The Company‘s planned principal operations have not
        commenced, and, accordingly, no revenue has been derived during this
        period.
  **CASH
        AND CASH EQUIVALENTS**
  The
        Company considers all liquid investments with a maturity of three months
        or less
        from the date of purchase that are readily convertible into cash to be cash
        equivalents.
 
 **NOTE
        3 — RECENT ACCOUNTING PRONOUNCEMENTS**
  In
        September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (“GAAP”), and expands disclosures about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement does not require
        any
        new fair value measurements. However, for some entities, the application
        of this
        Statement will change current practice. This Statement is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. Management is currently
        evaluating the effect of this pronouncement on the financial
        statements.
  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 financial statements.
 
 In
        July
        2006, the FASB released FASB Interpretation No. 48, Accounting for Uncertainty
        in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN
        48
        clarifies the accounting and reporting for uncertainties in income tax law.
        This
        interpretation prescribes a comprehensive model for the financial statement
        recognition, measurement, presentation and disclosure of uncertain tax positions
        taken or expected to be taken in income tax returns. This statement is effective
        for fiscal years beginning after December 15, 2006. Management is currently
        evaluating the effect of this pronouncement on the 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.
 
 **NOTE
        4 — OVER ALLOTMENT OPTION, STOCK OPTION AND UNIT PURCHASE
        OPTION**
 
 On
        January 25, 2007, we consummated the sale of 900,000 units pursuant to the
        exercise of the over-allotment option the Company granted to the underwriters
        of
        the Company’s Public Offering. The Units are identical to the Units sold in the
        Public Offering and each Unit consists of one share of common stock, $.0001
        par
        value per share, and two warrants, each warrant to purchase one share of
        common
        stock at an exercise price of $5 per share. The Units were sold at an offering
        price of $6 per Unit, generating aggregate gross proceeds of $5,400,000.
 10
  Prior
        to
        the Public Offering, we issued certain of our Pre-IPO Stockholders options
        to
        purchase such additional number of shares as would be necessary to maintain
        their ownership of 20% of our outstanding shares (excluding the shares purchased
        in the Private Placement) after the Public Offering in the event the
        underwriters exercise the over-allotment option. Such options were exercisable
        at $.017 per share. The options granted to our original shareholders and
        management to purchase 225,000 of common stock at exercise price of $0.017
        per
        share, to maintain their respective percentage ownership in the event of
        the
        exercise of the over-allotment by the underwriters, were fully exercised
        on
        January 25, 2007. Other than the unit purchase option sold to Merriman Curhan
        Ford & Co., described below, the Company does not have any option
        outstanding as of June 30, 2007.
 
 On
        December 27, 2006, the Company sold to Merriman Curhan Ford & Co., the
        representative of the underwriters, for $100, a previously granted option
        to
        purchase up to a total of 360,000 units. This option is exercisable at $7.50
        per
        unit commencing on the later of the consummation of a business combination
        and
        one year from the date of our prospectus and expiring 4 years from the date
        of
        our prospectus. This option also contains a cashless exercise feature that
        allows the holder or holders of the option to receive units on a net exercise
        basis. The units issuable upon exercise of this option are identical to those
        offered by our prospectus except that the warrants included in the option
        have
        an exercise price of $6.25 (125% of the exercise price of the warrants included
        in the units sold in the Public 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 Public Offering and their bona fide
        officers or partners.
  The
        Company accounts for the fair value of the option, inclusive of the receipt
        of
        the $100 cash payment, as an expense of the Public Offering resulting in
        a
        charge directly to stockholders’ equity and a credit to paid-in capital, and,
        accordingly, there will be no net impact on its financial position or results
        of
        operations, except for recording the receipt of the $100 payment at the time
        of
        the sale of the option. The Company estimates that the fair value of this
        option
        is $452,921 using the Black-Scholes option-pricing model. The fair value
        of the
        option is estimated using the following assumptions: (1) expected volatility
        of
        28.0% (2) a risk-free interest rate of 4.92%, and (3) a contractual life
        of four
        years. However, because the units do not have a trading history, the expected
        volatility is based on information currently available to management. The
        expected volatility was derived by analyzing the volatility over a four-year
        period for the stock prices of selected companies listed in the USX China
        Index,
        a modified market capitalization average index comprised of U.S. exchange
        listed
        securities of companies which derive a majority of their revenues within
        China
        and taking the simple average of such volatilities. The selected companies
        used
        to calculate volatility are China Finance Online Co. Ltd. (JTJC), Hurray!
        Holding Co. Ltd. (HRAY), Kongzhong Corporation (KONG), Linktone Ltd. (LTON)
        and
        Ninetowns DigitalWorld Trade Holdings (NINE). The entire USX China Index
        was not
        used because many of the companies included in this index have market
        capitalizations much larger than that of a target business that we would
        acquire, and are therefore not accurate examples for purposes of estimating
        volatility. The assumption of a contractual life of four years is based on
        the
        maximum term during which the option may be exercisable, and during which
        the
        option may be sold, assigned, pledged or hypothecated, other than to any
        underwriter and selected dealer participating in the Public Offering and
        their
        bona fide officers or partners. Although an expected life of four years was
        used
        in the calculation of the fair value of the option, if the Company does not
        consummate a business combination within the prescribed time period and we
        liquidate, the option will become worthless.
 11
  **NOTE
        5 - 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%.
 
 As
        of
        June 30, 2007, the balance of Trust Account was $39,501,733. Difference between
        the purchase price and fair value of the US T-Bill is recorded as comprehensive
        gain or loss, as the case may be, in the balance sheet.
 
 **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, 2007, the
        net
        balance is $70,000.
 12
 The
        Company agreed to pay to Shine Media Group Limited, an affiliate of David
        Y.
        Chen, the Company’s Chief Executive Officer and President, an aggregate of
        $10,000 a month for 24 months for office space in Shanghai as well as certain
        administrative, technology and secretarial services expenses. The Company
        prepaid $10,000 to Shine Media Group Limited in June for July
        expenses.
 
 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 June 30, 2007, the
        balance is $7,703.
 
 The
        Company also prepaid $3,533 to Hock Ong as traveling and accommodation expenses.
 
 **NOTE
        7 — ACCRUED EXPENSES**
 
 On
        July
        12, 2005, the Company issued unsecured promissory notes to a member of its
        board
        of directors and an entity wholly-owned by one member of its board of directors,
        totaling $170,000. On August 9, 2006, the Company issued unsecured promissory
        notes to members of its board of directors and its management team totaling
        $40,000. Each of the notes had an interest rate of 4% per annum. The notes
        were
        fully repaid with the proceeds of the Public Offering and Private Placement.
        The
        accrued interest payable as at December 20, 2006, was $10,447, of which $8,800
        was paid to holders of the notes. The outstanding balance of interest of
        $1,647
        was paid on March. As at June 30, 2007, the balance was zero.
 
 As
        of
        June 30, 2007, accrued expenses also included audit fees of $8,532, legal
        fees
        of $19,060 and provision for income tax of $249,442.
 
 **NOTE
        8 — DUE TO SHAREHOLDERS**
 
 On
        and
        before December 31, 2006, the board of directors and its management team
        advanced the Company $54,460 to fund the costs of the Public Offering. These
        advances bear no interest and have no definitive repayment terms. The company
        paid off all the dues as of June 30, 2007. The balance was zero as at June
        30,
        2007.
 
 **NOTE
        9 — STOCKHOLDERS’ EQUITY**
 
 On
        June
        28, 2007, $39,488,432 was invested for 3 months US T-Bill at an annualized
        interest rate of 4.60%. As of June 30, 2007, the fair value of US T-Bill
        was
        $39,501,132.The Company records the difference between the actual cost and
        the
        fair value of US T-Bill of $12,700 as comprehensive gain.
 
 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. The Units were
        sold at an offering price of $6 per unit, generating aggregate gross proceeds
        of
        $5,400,000. After deducting the underwriting discounts and commissions,
        $5,211,000 was deposited into the Trust Account, which includes $135,000
        of
        deferred underwriting compensation that will be paid to underwriters if a
        business combination is consummated. 179,910 shares or 19.99% of the 900,000
        shares sold pursuant to the over-allotment option was recorded as common
        stock
        subject to possible redemption. As of March 31, 2006, $7,821,687 or 1,379,310
        shares at $5.56 per share in average, was record as common stock subject
        to
        possible redemption.
 13
 On
        April
        27, 2006 the Company granted options to its founding shareholders and directors.
        Such options had an exercise price of $0.017 per share and vested upon the
        exercise of the over-allotment options given to the underwriter in the Public
        Offering. On January 25, 2007, the over-allotment option was fully exercised
        by
        the underwriters. Thereafter, our Pre-IPO Stockholders elected to fully exercise
        their options. We issued 225,000 shares of our common stock to those Pre-IPO
        Stockholders and received net proceeds of $3,825.
 
 The
        fair
        value of options granted was calculated using the Black-Scholes pricing model.
        The inputs for the Black-Scholes pricing model consisted of expected volatility
        of 15.2%, no expected dividends, and a risk-free interest rate of 4.86%.
        The
        volatility was calculated using the first 45 days of trading of similar newly
        public companies. On January 25, 2007, which is the day the underwriters
        exercised the over-allotment option, the weighted-average grant-date fair
        value
        of options granted was $5.48 and total compensation cost was $1,233,000. 
On January 25, 2007, the conditional option became exercisable immediately
        after
        the underwriter exercised its over-allotment option.
 
 **NOTE
        10 — 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 expenses.
  **NOTE
        11 — COMMON STOCK RESERVED FOR ISSUANCE**
  At
        June
        30, 2007, 15,146,666 shares of common stock were reserved for issuance upon
        exercise of options and warrants.
  **NOTE
        12 — 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.
 14
  **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS**
  **Forward
        Looking Statements**
  This
        Quarterly Report on Form 10-Q includes forward-looking statements within
        the
        meaning of Section 27A of the Securities Act of 1933, as amended, and Section
        21E of the Securities Exchange Act of 1934, as amended. We have based these
        forward-looking statements on our current expectations and projections about
        future events. These forward-looking statements are subject to known and
        unknown
        risks, uncertainties and assumptions about us that may cause our actual results,
        levels of activity, performance or achievements to be materially different
        from
        any future results, levels of activity, performance or achievements expressed
        or
        implied by such forward-looking statements. In some cases, you can identify
        forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
        the negative of such terms or other similar expressions. Factors that might
        cause or contribute to such a discrepancy include, but are not limited to,
        those
        described under Item 1A “Risk Factors” in our Annual Report on Form 10-K and in
        our other Securities and Exchange Commission filings. The following discussion
        should be read in conjunction with our Financial Statements and related Notes
        thereto included elsewhere in this report.
  **Overview**
  We
        were
        formed on June 24, 2005 to acquire direct or indirect ownership through a
        merger, capital stock exchange, asset or stock acquisition or other similar
        business combination, or control through contractual arrangements, of one
        or
        more operating businesses in the media and advertising industry with their
        principal operations and business in China.
 
 Our
        initial business combination must be with one or more operating businesses
        whose
        fair market value, collectively, is equal to at least 80% of our net assets
        at
        the time of such acquisition. This business combination may be accomplished
        by
        identifying and acquiring a single business or multiple operating businesses
        contemporaneously.
 
 We
        intend
        to utilize cash derived from the proceeds of our recently completed Public
        Offering, our capital stock, debt or a combination of cash, capital stock
        and
        debt, in effecting a business combination.
 
 There
        is
        no limitation on our ability to raise funds privately or through loans that
        would allow us to acquire a company or companies with a fair market value
        in
        excess of 80% of our net assets at the time of the acquisition; however,
        we have
        no current plans or agreements to enter into any such financing arrangements.
        We
        may acquire less than a 100% interest (but will not acquire less than a
        controlling interest) in one or more target businesses for our initial business
        combination, in which case the aggregate fair market value of the interest
        or
        interests we acquire must equal at least 80% of our net assets at the time
        of
        such acquisition. The fair market value of an interest in a target business
        will
        be calculated based on the fair market value of the portion of the business
        we
        acquire and not on the fair market value of the business as a
        whole.
 15
 At
        of
        June 30, 2007, the Company had not yet commenced any operations.
  **Critical
        Accounting Policies**
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities at the date of the financial statements and the reported amounts
        of
        expenses during the reporting period. Actual results could differ from those
        estimates.
  In
        July
        2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
        interpretation of FASB Statement No. 109” (“FIN 48”), which provides criteria
        for the recognition, measurement, presentation and disclosure of uncertain
        tax
        positions. A tax benefit from an uncertain position may be recognized only
        if it
        is “more likely than not” that the position is sustainable based on its
        technical merits. The provisions of FIN 48 are effective for fiscal years
        beginning after December 15, 2006.
  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, 2007**
 
 Since
        we did not have any operations, all of our income was derived from interest,
        most of which was earned on funds held in the Trust Account. For the six
        month
        periods ended June 30, 2007, we earned interest income of $948,174 as compared
        to $514 during the same period of 2006. The increase in interest income was
        due
        to the trust not being funded until the closing of our Public Offering at
        the
        end of December 2006.
  Our
        operating expenses during the six month periods ended June 30, 2007 were
        $214,521. This includes professional fees of $30,774 and franchise taxes
        of
        $42,664 and other operating costs of $141,083. For the same period ended
        June
        30, 2006, total operating expenses was $5,146, of which $2,665 was for franchise
        taxes and $2,481 was for other operating costs.
 
 The
        professional fee incurred during the six months ended June 30,
        2007 were expenses to maintain a public listing company and to close the exercise
        of
        the underwriter’s over-allotment option, which were recorded as professional
        fees in the statement of operations.
 
 The
        increase of other operating costs during the six months ended June 30, 2007
        as
        compared to the same periods of 2006 was due to initiate our efforts to search
        for target acquisition companies during the six months ended June 30, 2007.
 16
 We
        had a net gain of $484,211 for the six month periods ended June 30, 2007
        as
        compared to a net loss of $8,004 during the same period of 2006. The net
        gain
        during the six month periods ended June 30, 2007 is due to interest earned
        during such period, and it included a provision for income tax of
        $249,442.
  **Results
        of Operations for the Three Month Periods Ended June 30, 2007**
  For
        the three month periods ended June 30, 2007, we earned interest income of
        $498,666. For the same periods ended June 30, 2006, our interest income was
        $186. Most of our interest income was earned on funds held in the Trust Account.
 
 Our
        operating expenses during the three month were $97,638, of which $4,500 was
        for
        professional fees, $41,000 was for franchise taxes and $52,138 was for other
        operating costs. For the comparative period of 2006, we had operating costs
        of
        $772 and no franchise taxes.
 
 The
        professional fees incurred during the three months ended June 30,
        2007 were expenses to maintain a public listing company. All the operating costs
        paid
        or occurred during the three months ended June 30, 2006 were related to our
        IPO,
        thus were recorded as deferred offering cost in the balance sheet.
 
 We
        had a net gain of $151,586 for the three month periods ended June 30, 2007
        as
        compared to a net loss of $2,281 during the same period of 2006.
 
 **Liquidity
        and Capital Resources.**
  On
        December 20 and December 27, 2006, the Company consummated the Private Placement
        and Public Offering of 133,333 units and 6,000,000 units, respectively. Each
        unit consists of one share of our common stock and two warrants. Each warrant
        entitles the holder to purchase one share of our common stock at an exercise
        price of $5.00 per share. The units sold in our Private Placement and 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 Public
        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, to be
        used
        by us only in connection with a business combination. In addition, $900,000
        of
        deferred underwriting compensation that will be paid to underwriters if a
        business combination is consummated was also deposited into the Trust Account.
 
 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. 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.
 17
 Our
        net
        proceeds from the Private Placement, and the sale of the Units in the Public
        Offering and from the exercise of the over-allotment option by the underwriters
        was $38,693,500 after deducting offering expenses of approximately $3,506,500
        which included: a $360,000 non-accountable expense allowance we paid to Merriman
        Curhan Ford & Co, and $662,500 of other expenses related to the Public
        Offering; and $2,484,000 of aggregate underwriting discounts from the Public
        Offering and over-allotment exercise. As of June 30, 2007, the amount held
        in
        Trust Account was approximately $39,501,733, which includes the deferred
        underwriting compensation of $1,035,000. Of our net proceeds, $39,128,500
        was
        deposited into the Trust Account and the remaining approximately $600,000
        was
        not held in the Trust Account. We will use substantially all of the net proceeds
        of our Public Offering to acquire one or more operating businesses, including
        identifying and evaluating prospective acquisition candidates, selecting
        the
        target business, and structuring, negotiating and consummating the business
        combination. To the extent that our capital stock is used in whole or in
        part as
        consideration to effect a business combination, the proceeds held in the
        Trust
        Account as well as any other net proceeds not expended may be used to finance
        the operations of the target business or target businesses, to pay finders
        fees
        or other expenses contingent on consummating a business combination, or for
        further acquisitions. We believe that the funds available to us outside of
        the
        Trust Account, together with the $600,000 of interest income released to
        us for
        working capital purposes, should be sufficient to allow us to operate for
        at
        least the next 18 months. We may need to raise additional funds through a
        private offering of debt or equity securities if such funds are required
        to
        consummate a business combination that is presented to us.
  We
        are
        obligated, commencing on December 20, 2006, the effective date of our
        prospectus, to pay to Shine Media Group Limited, an affiliate of David Y.
        Chen,
        our chief executive officer and president, an aggregate monthly fee of $10,000
        for certain administrative, technology and secretarial services, as well
        as the
        use of certain limited office space in Shanghai. On July 12, 2005, Jean
        Chalopin, one of our board members, and Kilmer International Investments
        Limited, a wholly-owned entity of Robert Hersov, one of our board members,
        advanced to us a total of $170,000 to cover expenses related to the Public
        Offering. In connection with these loans, we issued notes to each of
        Mr. Chalopin and Kilmer International Investments Limited. These notes were
        payable with a 4% annual interest and were repaid out of the proceeds of
        our
        Public Offering. On August 9, 2006, Richard Chang, David Y. Chen, one of
        our officers and a director and Hock S. Ong and Estelle Lau, each one of
        our
        officers, advanced to us an aggregate of $40,000 to cover additional expenses
        related to our Public Offering. These notes and the accrued interest thereon
        were repaid out of the proceeds of our Public Offering.
 
 We
        have
        agreed to sell to Merriman Curhan Ford & Co., the representative of the
        underwriters, for $100, an option to purchase up to a total of 360,000 Units.
        The Units issuable upon exercise of this option are identical to those offered
        by our prospectus except that the warrants included in the option have an
        exercise price of $6.25 (125% of the exercise price of the warrants included
        in
        the units sold in the Public Offering). This option will also contain a cashless
        exercise feature that allows the holders of the option to use the appreciated
        value of the option to exercise the option without paying cash.
 
 On
        April
        27, 2006 the Company granted an option to its founding shareholders and
        directors. Such options had an exercise price of $0.017 per share, vested
        upon
        the exercise of the over-allotment options by its underwriters. On January
        25,
        2007, the over-allotment option was fully exercised by the underwriters.
        Consequently, our Pre-IPO Stockholders elected to exercise their options.
        We
        issued 225,000 shares of our common stock to those Pre-IPO Stockholders and
        received the net proceeds of $3,825.
 18
 From
        inception through June 30, 2007, we earned interest income of $963,121, 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 June 30, 2007.
  **Off-Balance
        Sheet Arrangements**
  We
        have
        never entered into any off-balance sheet financing arrangements and have
        never
        established any special purpose entities. We have not guaranteed any debt
        or
        commitments of other entities or entered into any options on non-financial
        assets.
  **Contractual
        Obligations.**
  We
        do not
        have any long term debt, capital lease obligations, operating lease obligations,
        purchase obligations or other long term liabilities.
  **ITEM
        3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK**
  Market
        risk is the sensitivity of income to changes in interest rates, foreign
        exchanges, commodity prices, equity prices, and other market-driven rates
        or
        prices. We are not presently engaged in and, if a suitable business target
        is
        not identified by us prior to the prescribed liquidation date of the Trust
        Account, we may not engage in, any substantive commercial business. Accordingly,
        we are not and, until such time as we consummate a business combination,
        we will
        not be, exposed to risks associated with foreign exchange rates, commodity
        prices, equity prices or other market-driven rates or prices. The net proceeds
        of our 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, 2007 was made under the supervision and with the participation of
        our
        management, including our chief executive officer and chief financial officer.
        Based on that evaluation, they concluded that our disclosure controls and
        procedures are effective as of the end of the period covered by this report
        to
        ensure that information required to be disclosed by us in reports that we
        file
        or submit under the Securities Exchange Act of 1934 is accumulated and
        communicated to our management (including such officers) as appropriate to
        allow
        timely decisions regarding required disclosure and recorded, processed,
        summarized and reported within the time periods specified in Securities and
        Exchange Commission rules and forms. During the period covered by this Quarterly
        Report on Form 10-Q, there has been no significant change in our internal
        control over financial reporting that has materially affected, or is reasonably
        likely to materially affect, our internal control over financial reporting.
 19
  **PART
        II - OTHER INFORMATION**
  **ITEM
        1. LEGAL PROCEEDINGS**
  None
  **ITEM
        1A. RISK FACTORS**
  In
        addition to the other information set forth in this report, you should carefully
        consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual
        Report on Form 10-K for the year ended December 31, 2006, which could materially
        affect our business, financial condition or future results. The risks described
        in our Annual Report on Form 10-K 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
        July
        12, 2005, the Company completed a Private Placement whereby certain of our
        officers and directors purchased an aggregate of 1,500,000 shares at $0.017
        per
        share, generating gross proceeds of $25,000.
 
 On
        December 20 and December 27, 2006, the Company consummated 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, to be used by
        us only
        in connection with a business combination. In addition, $900,000 of deferred
        underwriting compensation that will be paid to underwriters if a business
        combination is consummated was also deposited into the Trust Account. As
        of
        December 31, 2006, $33,917,500 was in the 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 Ppublic 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.
 
 During
        the quarter ended June 30, 2007, we used the following amounts from the proceeds
        of the Public Offering: $26,274 for professional fees, $42,664 for franchise
        taxes and $141,053 for general and administrative expenses .
 20
 Prior
        to
        our Public Offering, we issued certain of our pre-initial public offering
        stockholders (hereafter, our stockholders prior to the initial public offering,
        including all of the officers and directors of the Company defined as “Pre-IPO
        Stockholders”) options to purchase such additional number of shares as would be
        necessary to maintain their ownership of 20% of our outstanding shares
        (excluding the shares purchased in the Private Placement) after the Public
        Offering in the event the underwriters exercise the over-allotment option.
        Such
        options were exercisable at $.017 per share. On January 25, 2007, when the
        Company consummated the sale of 900,000 units pursuant to the exercise of
        the
        over-allotment option the Company granted to the underwriters of the our
        initial
        public offering, these options were fully exercised, and we issued 225,000
        shares of our common stock to those Pre-IPO Stockholders.
  **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
  None
  **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
  None
  **ITEM
        5. OTHER INFORMATION**
  None
  **ITEM
        6. EXHIBITS**
  Exhibit
                  No.
              
              Description31.1
              
              Certification
                  of the Chief Executive Officer (Principal Executive Officer) pursuant
                  to
                  Rule 13a-14(a) of the Securities Exchange Act, as
                  amended31.2
              
              Certification
                  of the Chief Financial Officer and (Principal Financial Officer)
                  pursuant
                  to Rule 13a-14(a) of the Securities Exchange Act, as
                  amended32.1
              
              Certification
                  of the Chief Executive Officer (Principal Executive Officer) and
                  Chief
                  Financial Officer (Principal Financial Officer) pursuant to 18
                  U.S.C.
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002
                  .
 21
  **SIGNATURES**
  In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly authorized.
  SHINE
                  MEDIA ACQUISITION CORPORATIONAugust
                  8, 2007
              By:
              /s/
                  David Y. Chen**David
                  Y. Chen Chief**
                **Executive
                  Officer and President****(principal
                  executive officer)**
  August
                  8, 2007
              By:
              /s/
                  Hock S. Ong**Hock
                  S. Ong**
                **Chief
                  Financial Officer (principal financial and accounting
                  officer)**
 22