UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 2)

(Mark One)

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

For the quarterly period ended June 30, 2008

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

For the transition period from ________ to ________.

Commission File Number: 001-32685

SHINE MEDIA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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

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

(86) 21 6391 6188

(Registrant’s Telephone Number, Including Area Code)

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

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

Large Accelerated filer ¨

Accelerated filer ¨

Non-Accelerated filer x

Smaller reporting company ¨

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

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

EXPLANATORY NOTE

This Amendment No. 2 on Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008, filed with the Securities and Exchange Commission (“SEC”) on August 13, 2008 (the “Original Quarterly Report”), which was subsequently amended by Amendment No. 1, filed with the SEC on November 12, 2008. This Amendment revises management’s conclusion as to the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2008 in Item 4. We are also re-filing Exhibit 31.1, Section 302 Certification – Principal Executive Officer and Exhibit 31.2, Section 302 Certification – Principal Financial Officer, as required by Rule 12b-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). As permitted by, and in accordance with Staff guidance, because the Company is not including financial statements in this Amendment, paragraph 3 of each of these certifications has been removed.

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

TABLE OF CONTENTS

		Page
	PART I

Item 4.	Controls and Procedures		3

	PART II

Item 6.	Exhibits		4

PART I

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

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

Remediation

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

Changes in Internal Control Over Financial Reporting

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

PART II

Item 6. Exhibits

	Exhibit (31.1) – Section 302 Certification – Principal Executive Officer
	Exhibit (31.2) – Section 302 Certification – Principal Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to the Quarterly Report on Form 10-Q/A to be signed on its behalf by the undersigned, thereunto duly authorized, on this 8th day of December 2008.

	SHINE MEDIA ACQUISITION CORP.

	By:	/s/ David Y. Chen
		David Y. Chen
		Chief Executive Officer and President

Shine Media Acquisition Corp. 10-Q/A