Unassociated Document

SHINE MEDIA ACQUISITION CORPORATION

(a development stage company)

STATEMENT OF STOCKHOLDERS' EQUITY

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

(Unaudited)

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 September 30, 2008.

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 xྈNo 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 Filer o	Accelerated Filer o
Non-Accelerated Filer x	Smaller Reporting Company o

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 November 14, 2008.

Shine Media Acquisition Corporation Index to Form 10-Q

Part I.	Financial Information	3

	Item 1. Financial Statements	3

	Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2007(Audited)	3

	Statements of Income for the three month and nine month periods ended September 30, 2008 and 2007 and the period from inception to September 30, 2008 (Unaudited)	4

	Statements of stockholders’ equity for the period from inception to September 30, 2008 (Unaudited)	5

	Statements of Cash Flow for the nine month periods ended September 30, 2008 and 2007 and the period from inception to September 30, 2008 (Unaudited)	6

	Notes to Financial Statements (Unaudited)	7

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	23

	Item 4. Controls and Procedures	23

Part II.	Other Information	24

	Item 1. Legal Proceedings	24

	Item 1A. Risk Factors	24

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24

	Item 3. Defaults Upon Senior Securities	24

	Item 4. Submission of Matters to a Vote of Security Holders	24

	Item 5. Other Information	25

	Item 6. Exhibits	25

SIGNATURES		26

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SHINE MEDIA ACQUISITION CORPORATION
(a development stage company)
BALANCE SHEETS

	September 30, 2008			December 31, 2007
	( Unaudited)			(Audited)
ASSETS

Current assets:
Cash & cash equivalents	$	163,919		$	550,487
Cash in trust		40,263,643			40,334,785
Prepaid		21,301			47,867
Due from stockholders		-			2,952
Total Assets	$	40,448,863		$	40,936,091

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accrued expenses & other payable	$	871,621		$	630,363
Accrued offering costs		1,087,229			1,087,229
Notes payable- related parties		80,000			-
Total Current Liabilities		2,038,850			1,717,592

Common stock subject to possible redemption - 1,379,310 shares at redemption value-- restated as of December 31, 2007		8,048,702			8,062,924
Total Liabilities		10,087,552			9,780,516

Commitments		-			-

Stockholders' equity:
Preferred stock, $0.0001 par value, authorized 1,000,000 shares; none issued and outstanding		-			-
Common Stock, $0.0001 par value, authorized 89,000,000; issued and outstanding - 8,758,333 shares as at September 30, 2008 and December 31, 2007		876			876
Paid-in capital in excess of par- restated as of December 31, 2007		30,644,076			30,629,855
Comprehensive gain (loss)		(46,410	)		19,390
Retained earnings/(accumulated deficit) during the development stage		(237,231	)		505,454
Total stockholders' equity		30,361,311			31,155,575
Total liabilities and stockholders' equity	$	40,448,863		$	40,936,091

See accompanying notes to these unaudited condensed financial statements.

SHINE MEDIA ACQUISITION CORPORATION
(a development stage company)
STATEMENT OF OPERATIONS
(Unaudited)

	Three Month Periods ended						Nine Month Periods ended						For the Period from June 24, 2005 (Inception) to Sep 30, 2008
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007


Operating Costs

Professional fees	$	(363,252	)	$	(11,404	)	$	(701,479	)	$	(42,178	)	$	(804,078	)

Franchise tax		(56,993	)		(20,500	)		(164,901	)		(63,164	)		(330,565	)

Other operating costs		(294,781	)		(96,552	)		(478,576	)		(237,635	)		(854,140	)

Total operating costs		(715,026	)		(128,456	)		(1,344,956	)		(342,977	)		(1,988,783	)

Interest income, net		276,995			464,845			602,272			1,413,019			2,341,288

Net income (loss) before income tax		(438,031	)		336,389			(742,684	)		1,070,042			352,505

Provision for income tax		-			158,047			-			407,489			589,735

Net income(loss)	$	(438,031	)	$	178,342		$	(742,684	)	$	662,553		$	(237,230	)

** Weighted average shares outstanding (basic and diluted)		8,758,333			8,758,333			8,758,333			8,659,068

Net income (loss) per share (basic and diluted)	$	(0.05	)	$	0.02		$	(0.08	)	$	0.08

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

See accompanying notes to these unaudited condensed financial statements.

											Retained Earnings/ (Accumulated Deficit)
	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		$	-		$	-		$	25,000
Net loss		-		-		-						(5,894	)		(5,894	)
Balance at December 31, 2005		1,500,000		150		24,850						(5,894	)		19,106

Shares issued in private placement		133,333		13		799,985			-			-			800,000
Shares issued in public offering		6,000,000		600		32,788,232			-			-			32,788,829
Shares 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	)		26,870,831

Shares issued for underwriter's overallotment		900,000		90		5,210,910			-			-			5,211,000
Shares issued for management option		225,000		23		3,803			-			-			3,825
Shares reclassified to "common stock (179,910) subject to possible redemption"		-		-		(1,462,726	)		-			-			(1,462,726	)
Deferred underwriter’s commission		-		-		(135,000	)		-			-			(135,000	)
Comprehensive Gain		-		-		-			19,390			-			19,390
Net Income		-		-		-			-			648,254			648,254
Balance at December 31,2007		8,758,333		876		30,629,855			19,390			505,454			31,155,575

Comprehensive Gain		-		-		-			(65,800	)		-			(65,800	)
Reclassification for "common stock subject to possible redemption"						14,221									14,221
Net Loss for the nine month period ended September 30, 2008		-		-		-			-			(742,684	)		(742,684	)
Balance at September 30, 2008		8,758,333	$	876	$	30,644,076		$	(46,410	)		(237,231	)	$	30,361,311

See accompanying notes to these unaudited condensed financial statements.

	Nine Month Periods ended
	September 30, 2008			September 30, 2007			For the Period from June 24, 2005 (Inception) to September 30, 2008
Cash flow from operating activities
Net income/(loss)	$	(742,684	)		662,553		$	(237,230	)

Adjustments to reconcile net income (loss) to net cash (used in)/
operating expenses:
Interest earned on funds held in trust		5,342			(811,458	)		(1,181,554	)
Amortisation of prepaid insurance cost		35,000			-			70,000
Changes in Assets & Liabilities:
Increase in accrued offering expenses		-			(170,672	)		(88,272	)
Decrease in other receivable		3,587			(4,229	)		1,956
Increase in Prepaid expenses		(12,020	)		(63,736	)		(93,256	)
Increase in Accrued expenses		241,253			313,740			880,421
Net cash (used in) by operating activities		(469,520	)		(73,802	)		(647,935	)

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		-			-			25,000
Private placement		-			-			800,000
Public offering		-			-			36,000,000
Underwriter's option		-			-			100
Underwriter's overallotment		-			5,400,000			5,400,000
Management option		-			3,825			3,825
Receipts/(payments) from/to stockholder		82,952			(57,410	)		80,000
Payment of offering costs		-			(189,000	)		(2,359,771	)
Payment of interest on notes payable, stockholders					-			(8,800	)
Net cash provided by financing activities		82,952			5,157,415			39,940,354

Net increase/(decrease) in cash & cash equivalents		(386,568	)		(127,387	)		163,919

Cash & cash equivalents, beginning balance		550,487			773,484			-
Cash& cash equivalents, ending balance	$	163,919		$	646,097		$	163,919

Supplemental disclosures:
Interest paid	$	-		$	-		$	10,447
Income tax paid	$	-		$	-		$	-
Supplemental disclosures of non-cash financing activity:
Increase in accrued offering cost	$	-		$	-		$	1,004,829

See accompanying notes to these unaudited condensed financial statements.

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 September 30, 2008. The Company has selected December 31 as its fiscal year end. The Company is considered to be in the development stage and is subject to the risks associated with activities of development stage companies.

The balance sheet at September 30, 2008, statement of operations for the three month periods and nine month periods ended September 30, 2008 and 2007 and for the period from inception to September 30, 2008, and statement of cash flows for the nine month periods ended September 30, 2008 and 2007 and for the period from inception to September 30, 2008 are unaudited. In the opinion of management, all adjustments (consisting of normal adjustments) have been made that are necessary to present fairly the financial position of the Company as of September 30, 2008, the results of its operation for the three and nine month periods ended September 30, 2008 and 2007 and for the period from inception to September 30, 2008, the statement of cash flows for the nine month periods ended September 30, 2008 and 2007 and for the period from inception to September 30, 2008.

Operating results for the interim period presented are not necessarily indicative of the results to be expected for the full year ended December 31, 2008. 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 nine month period ended September 30, 2008 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2008.

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

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

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.

The Company’s fourth amended and restated certificate of incorporation provides for mandatory liquidation of the Company, without stockholder approval, in the event that the Company does not consummate a business combination within 18 months from the date of the consummation of the Public Offering, or 24 months from the consummation of the Public Offering if certain extension criteria have been satisfied. These liquidation provisions, which are also contained in the agreement governing the Trust Account, cannot be amended without the affirmative vote of 100% of the Public Stockholders, and the certificate of incorporation cannot be amended without the affirmative vote of 95% of the shares sold in the Public Offering. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial Public Offering price per share in the Public Offering (assuming no value is attributed to the Warrants contained in the Units sold in the Public Offering discussed in Note 4).

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

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

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Development Stage Enterprise

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

Cash and Cash Equivalents

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

NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS

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

1.	A brief description of the provisions of this Statement

2.	The date that adoption is required

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

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

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

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

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

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

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

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

NOTE 4 — OFFERING AND PRIVATE PLACEMENT

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

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

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

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

NOTE 5 - CASH IN TRUST

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

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

On December 28, 2006, the Company purchased $34,766,000 of a US Treasury Bill (T-Bill) which was due on June 28, 2007 which paid interest at an annualized interest rate of 4.83%. The total cost was $33,917,089. On January 25, 2007, $5,211,000 was used to purchase the same US T-Bill which paid interest at an annualized interest rate of 4.91%. On June 28, 2007, the balance of the Trust Account was $40,089,063 which included interest income from the US T-Bill that matured on June 28, 2007. On June 28, 2007, the Company withdrew $600,000 from the Trust Account for business, legal and accounting due diligence expenses on prospective business combinations and continuing operating expenses. After deducting $600,000 for working capital, $39,488,432 was reinvested for 3 months in a US T-Bill at an annualized interest rate of 4.60%. On September 28, 2007, the Company reinvested $39,953,218 to purchase a 3 month US T-Bill at an annualized interest rate of 3.67%. On December 28, 2007, the Company reinvested $40,314,411 to purchase a 3 month US T-Bill at an annualized interest rate of 3.22%. On March 27, 2008, the Company reinvested $40,919,000 to purchase a 6 month US T-Bill at an annualized interest rate of 1.378%. On August 15, 2008, the Company paid federal income tax on interest income earned from the Trust Account amounting to $607,595. This payment was paid from funds released from the Trust Account. On September 25, 2008, the Company reinvested $40,309,422, to purchase a 2 month US T-Bill at an annualized interest rate of 0.053%.

As of September 30, 2008, the balance of Trust Account was $40,263,643.

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

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

The Company also prepaid $7,718 to directors and officers as traveling and accommodation expenses.

NOTE 7 - NOTE PAYABLE- RELATED PARTY

On August 15, 2008, the Company signed promissory note liability contracts of $20,000 each with five stockholders. The principal amount together with accrued interest at rate of 8.5% annually will be repayable on the date which the Company consummates an acquisition that permits the release of the Trust Fund. As of Spetember 30, 2008, the Company had received $80,000 in total. The Company recorded $567 as interest on the above notes for the three and nine month periods ended September 30, 2008.

NOTE 8 - ACCRUED EXPENSES & OTHER PAYABLE

As of September 30, 2008, accrued expenses comprised of the following:.

Legal & professional	$	605,069
Accrued administrative expenses		30,000
Accrued consulting fee		30,601
Accrued tax		147,042
Accrued interest		567
Other payable		58,342
Balance as of September 30, 2008		871,621

NOTE 9 — 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% of the gross offering proceeds, to the underwriters at the closing of the Public Offering. The underwriters have agreed to defer additional underwriting fees (inclusive of interest, net of taxes payable) equal to 2.5% of the gross proceeds of the offering, or approximately $900,000 (assuming no exercise of the over-allotment option), until the consummation of the initial business combination. On January 25, 2007, the Company consummated the sale of 900,000 units pursuant to the exercise of the over-allotment option the Company granted to the underwriters of the Company’s initial public offering. The underwriters also agreed to deposit $135,000 of deferred underwriting compensation into the trust account. Upon the consummation of the initial business combination, the Company will pay such deferred fees held in trust at JPMorgan Chase NY Bank, maintained by Continental Stock Transfer & Trust Company acting as trustee, and that amount will not be available for use to acquire an operating business. In the event that a business combination is not consummated within the required time period, that amount will be included in the distribution to the public stockholders of the proceeds held in trust.

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

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 estimated 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 the outstanding shares (including the shares purchased in the private placement) after the Public Offering in the event that the underwriters 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 underwriters in the Public Offering. On January 25, 2007, the over-allotment option was fully exercised by the underwriters. Thereafter, the Pre-IPO Stockholders elected to fully exercise their options. The Company issued 225,000 shares of common stock to those Pre-IPO Stockholders and received net proceeds of $3,825.

As of September 30, 2008, the Company had authorized 89,000,000 shares of common stock, par value $0.0001 per share. Number of shares issued and outstanding was 8,758,333. Number of warrants issued and outstanding was 12,066,026.

	Number of Warrants		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding December 31, 2007		11,158,358	$	5.00	$	5,244,429
Issued during the period		-		-		-
Units converted during the period		907,668		5.00
Expired		-		-		-
Exercised		-		-		-
Outstanding September 30, 2008		12,066,026	$	5.00	$	6,636,314

Following is a summary of the status of warrants outstanding at September 30, 2008:

Exercise Price				Total Warrants Outstanding				Weighted Average Remaining Life (Years)				Weighted Average Exercise Price				Warrants Exercisable				Weighted Average Exercise Price of Exercisable Warrants
	$5.00				12,066,026				2.22			$	5.00				12,066,026			$	5.00

On December 27, 2006, the Company consummated its Public Offering by selling 6,000,000 Units at a price of $6.00 per Unit to the public. Each ‘Unit’ comprises of 1 share of common stock and two warrants. During the quarter ended September 30, 2008, 907,668 warrants were converted and the balance outstanding is 12,066,026.

NOTE 10 — COMMON STOCK RESERVED FOR ISSUANCE

At September 30, 2008, 15,146,666 shares of common stock were reserved for issuance upon exercise of options and warrants.

NOTE 11 — 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 12 — 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 13 -— 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.

The following is the detail of income tax expense:

09/30/ 2008	U.S.			State		Total
Current	$	(252,510	)	$	-	$	(252,510	)
Deferred		252,510			-		252,510
Total	$	-		$	-	$	-

09/30/2007	U.S.		State		Total
Current	$	407,489	$	0	$	407,489
Deferred		-		-		-
Total	$	407,489	$	0	$	407,489

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

	09/30/2008			09/30/2007
US statutory tax rate		(34	)%		34	%
Temporary differences		34			4
Effective rate		0	%		38	%

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

	September 30, 2008			Dec 31, 2007
Deferred tax asset
Deferred tax carry forward	$	80,659		$	-
Valuation allowance	$	(80,659	)	$	-
Net deferred tax asset	$	-		$	-

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

NOTE 14 -— STOCK PURCHASE AGREEMENT

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

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

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

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

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

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

NOTE 15- RESTATEMENT

Subsequent to the issuance of the Company's financial statements for the year ended December 31, 2007, the Company determined that certain transactions and presentation in the financial statements had not been accounted for properly in the Company's financial statements. Specifically, the common stock subject to possible redemption was not accounted properly. The Company decided to restate the financial statements for the year ended December 31, 2007 to give effect to the changes.

The effect of the restatements is as follows:

CONSOLIDATED BALANCE SHEET
	Reported		Restated
	2007		2007

Common stock subject to possible redemption-1,379,310 shares at redemption value	$	6,182,624	$	8,062,924

Paid-in capital in excess of par		32,510,155		30,629,855
Total stockholders’ equity	$	33,035,875	$	31,155,575

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

Forward Looking Statements

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

Overview

We are blank check company organized under the laws of the State of Delaware on June 24, 2005. We were formed to acquire direct or indirect ownership through a merger, capital stock exchange, asset or stock acquisition or other similar business combination, or control through contractual arrangements, of one or more operating businesses in China. Our original intention was to seek an acquisition opportunity within the media and advertising industry in China. We broadened our search for an appropriate business acquisition opportunity. On May 8, 2008, we entered into a Stock Purchase Agreement (“Agreement”) under which we will acquire all the ordinary shares of China Greenscape Co., Ltd. (“Greenscape”), a company formed under the laws of the British Virgin Islands. The principal subsidiary of Greenscape is Jiangsu Sunshine Zoology and Forestry Development Co., Ltd. (“JSZF”), a company organized and existing under the laws of the Peoples Republic of China (“PRC” or “China”), and wholly owned by Greenscape. As of September 30, 2008, this acquisition has not been consummated and there can be no assurances that it will be consummated. Our certificate of incorporation does not require us to seek a business combination within any specific industry; therefore we believe we are permitted under its terms to expand our search to industries outside the media and advertising industries and ultimately to conclude an acquisition in another industry.

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

We intend to utilize cash derived from the proceeds of our 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.

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 Nine Month Periods Ended September 30, 2008 and September 30, 2007

For the nine month period ended September 30, 2008, we earned interest income of $602,272. For the same period ended September 30, 2007, our interest income was $1,413,019. The interest income was mostly generated by the funds in the Trust Account into which the proceeds of our initial public offering (including over-allotment proceeds), the December 2007 private placement and the exercise of the over-allotment option were deposited. Such income may only be released from the Trust Account to be used to pay the taxes thereon, and up to $600,000 of such income, subject to the tax obligations, may be released for use in connection with the identification and consummation of a business combination. This amount of $600,000 was released to the Company on June 28, 2007.

Our operating expenses during the nine month period ended September 30, 2008 were $1,344,956 of which $701,479 was for professional fees, $164,901 was for franchise tax and $478,576 was for other operating costs. For the comparative period of 2007, we paid $42,178 for professional fees and $63,164 for franchise taxes and $237,635 for other operating costs.

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

We had a net loss of $742,684 for the nine month periods ended September 30, 2008 as compared to a net gain of $662,553 during the same period of 2007.

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

For the three month periods ended September 30, 2008, we earned interest income of $276,995. For the same periods ended September 30, 2007, our interest income was $464,845. Most of our interest income was earned on funds held in the Trust Account.

Our operating expenses during the three month period were $715,026, of which $363,252 was for professional fees, $56,993 was for franchise taxes and $294,781 was for other operating costs. For the comparative period of 2007, we had operating costs of $128,456. This includes professional fees of $11,404, franchise taxes of $20,500 and other operating costs of $96,552.

We had a net loss of $438,031 for the three month period ended September 30, 2008 as compared to a net gain of $178,342 during the same period of 2007.

Liquidity and Capital Resources

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

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

On December 28, 2006, the Company purchased $34,766,000 of a US Treasury Bill (T-Bill) which was due on June 28, 2007 which paid interest at an annualized interest rate of 4.83%. The total cost was $33,917,089. On January 25, 2007, $5,211,000 was used to purchase the same US T-Bill which paid interest at an annualized interest rate of 4.91%. On June 28, 2007, the balance of Trust Account was $40,089,063 which includes interest income from the US T-Bills that matured on June 28, 2007. On June 28, 2007, the Company withdrew $600,000 from the Trust Account for business, legal and accounting due diligence expenses on prospective business combinations and continuing operating expenses. After deducting $600,000 for working capital, $39,488,432 was reinvested for 3 months in a US T-Bill at an annualized interest rate of 4.60%. On September 28, 2007, the Company reinvested $39,953,218 to purchase a 3 month US T-Bill at an annualized interest rate of 3.67%. On December 28, 2007, the Company reinvested $40,314,411.17 to purchase a 3 month US T-Bill at an annualized interest rate of 3.22%. On March 27, 2008, the Company reinvested $40,919,000 to purchase a 6 month US T-Bill at an annualized interest rate of 1.378%. On September 25, 2008, the Company reinvested $40,309,422, to purchase a 2 month US T-Bill at an annualized interest rate of 0.053%.

Since December 20, 2006, the Company has paid to Shine Media Group Limited, an affiliate of David Y. Chen, our chief executive officer and president, an aggregate monthly fee of $10,000 for certain administrative, technology and secretarial services, as well as the use of certain limited office space in Shanghai. On July 12, 2005, Jean Chalopin, one of our board members, and Kilmer International Investments Limited, a wholly-owned entity of Robert Hersov, one of our board members, advanced to us a total of $170,000 to cover expenses related to the Public Offering. In connection with these loans, we issued notes to each of Mr. Chalopin and Kilmer International Investments Limited. These notes were payable with a 4% annual interest and were repaid out of the proceeds of our Public Offering. On August 9, 2006, Richard Chang, our non-executive chairman, David Y. Chen, our chief executive officer and director, and Hock S. Ong and Estelle Lau, each one of our executive officers, advanced to us an aggregate of $40,000 to cover additional expenses related to our Public Offering. These notes and the accrued interest thereon were repaid out of the proceeds of our Public Offering.

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

From inception through September 30, 2008, we earned net interest income of $2,341,288, most of which was earned on funds held in the Trust Account since the Public Offering.

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

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 September 30, 2008 was made under the supervision and with the participation of our management, including our chief executive officer and chief financial officer. Based on that evaluation, they concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management (including such officers) as appropriate to allow timely decisions regarding required disclosure and recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. During the period covered by this Quarterly Report on Form 10-Q, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

On 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 September 30, 2008, we used the following amounts from the proceeds of the Public Offering: $363,252 for professional fees and $295,099 for general and administrative expenses.

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.		Description
31.1		Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
31.2		Certification of the Chief Financial Officer and (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended
32.1		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 .

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 CORPORATION

November 12, 2008	By:	/s/ David Y. Chen
		David Y. Chen Chief Executive Officer and President (principal executive officer)


November 12, 2008	By:	/s/ Hock S. Ong
		Hock S. Ong Chief Financial Officer (principal financial and accounting officer)