SecProbe.io

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Mail Stop 3561

								August 31, 2005

David Y. Chen, Chairman
Shine Media Acquisition Corp.
Rockefeller Center
1230 Avenue of the Americas, 7th Floor
New York, New York 10020

      Re:	Shine Media Acquisition Corp.
		Registration Statement on Form S-1
		Filed August 2, 2005
      File No. 333-127093

Dear Mr. Chen:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney of the
registrant have been involved; the Securities Act Form the
companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.  We may have further comment.

2. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.

3. Prior to effectiveness please provide an update with respect to
those states in which the offering will be conducted.

Table of Contents

4. In light of the Rule 415 undertakings in Part II of the
registration statement, please revise or remove the statement
"[y]ou
should not assume that the information in this prospectus is
accurate
as of any date other than the date on the front of this
prospectus."

Prospectus Summary, page 1

5. In the summary section and the business section, we note that
you
make several assertions regarding market conditions and cite as
the
source of the information ZenithOptimedia`s April 2005 Advertising
Expenditure Forecasts.  We also note that the chief executive
officer
of Optimedia China of the ZenithOptimedia Group is a special
advisor
to the company.  Further, the report in ZenithOptimeida`s April
2005
report does not appear to be available to the public without
charge.
As required by Section 7 of the Securities Act and Rule 436 of
Regulation C, please file ZenithOptimedia`s consent to their
references in the prospectus.  Also name ZenithOptimedia as an
expert
in the "Experts" section.

6. Reconcile the statement on page one "the primary investment
opportunities . . . available to non-Chinese companies are in the
advertising sector" with the information in the third paragraph on
page 2 and the thirtieth risk factor.

7. We note the statement that "[s]ubject to compliance with
applicable regulations, direct and foreign ownership of display-
oriented media companies, internet content and services companies
in
China is permitted and these companies are typically independent
and
privately owned."  Please reconcile this statement with the
disclosures under "Risks Relating to Regulation of the Corporate
Structure We May Use in Connection With an Acquisition" and the
disclosure on pages 39 and 40 that states:

"foreign investors are also required to have at least three years
of
experience in the advertising industry outside of China.  Since we
have not been involved in advertising outside of China for the
required number of years, we intend to acquire a target company or
companies by either acquiring simultaneously a foreign entity that
has the required years of experience, or entering into contractual
arrangements with affiliated entities in China to hold the
required
licenses to operate an advertising company."

See also the disclosure under "Contractual Arrangements" on page
43.

8. With regard to the limits in China referred to, it is not at
all
clear how the registrant intends to circumvent them "through a
foreign entity having the required years of advertising experience
.
. ."  Please fully explain hereunder and elsewhere as appropriate.

9. Any plans, arrangements or understandings, preliminary or
otherwise, to acquire or join with another company related in any
way
to officers, directors, principal shareholders, their associates
or
affiliates should be disclosed.

Risk Factors, page 9

10. The prospectus contains 53 risk factors.  As a general rule,
your
risk factors should only work in this document.  If they are
readily
transferable to other offering documents, they are probably too
generic.  See Item 503(c) of Regulation S-B.

11. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Do not
include risk factors that could apply to any issuer or to any
other
offering.  Many of your risk factors fit into this category and
you
should remove them.  Each factor must also explain how it applies
to
your company or your offering.

12. Many of the risk factors presented are duplicative and/or not
material.  Please revise and delete unnecessary risk factors.  We
will have further comments after review of your amended filing.

Because there are numerous companies with a business plan similar
to
ours..., page 11

13. Please provide the omitted information.

We may issue shares of our capital stock..., page 11

14. You state that there will be 73,250,000 authorized but
unissued
shares of common stock available for issuance immediately after
this
offering.  This balance appears to exclude the 1,875,000 shares
that
have already been issued.  Please revise to correct for this or
provide us with your calculations that helped you arrive at the
disclosed balance.

Instead of acquiring one or more Chinese advertising companies
through a foreign entity..., page 20

15. Please describe in the subheading the risk that is described
in
the narrative.  Please include whether the investor could lose
their
investment.  Please describe these penalties in more detail in the
business section.

Use of Proceeds, page 28

16. In the use of proceeds table, use of net proceeds not held in
trust, we note the line item of $400,000 for "[l]egal, accounting,
and other expenses attendant to the due diligence investigations,
structuring and negotiations of a business combination."  Please
explain these expenses in more detail.  We also note another line
item of $300,000 allocated to due diligence.  Please explain why
there are two separate amounts for due diligence and indicate
which
line item of due diligence would be used to pay officer and
directors
for their performance of due diligence.  Finally, reconcile theses
expenses with the disclosure in the last paragraph on page 33 in
the
MD&A section.

17. Please clearly indicate which line item will be allocated to
pay
fees to market research firms and or third party consultants to
assist the company`s search for a target business.  Please clearly
indicate whether any of the reimbursements to stockholders for
out-
of-pocket expenses will be for their payments to third parties for
third parties` performance of due diligence.

18. We note that the company states that "[t]o 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 . .
.
will be used to finance the operations of the target business."
Please discuss all possible uses of the proceeds held in trust if
such funds are released to the company.  Please include any
finder`s
fees and expenses that may be in addition to those expenses to be
paid from the net proceeds not held in trust.  Please reconcile
this
disclosure with the disclosure in the last paragraph on page 33 in
the MD&A section.

19. Please clarify which line items in the use of proceeds table
the
reimbursements will be paid from.

20. Note that the type-size of footnotes hereunder and elsewhere
must
be the same as the body of the prospectus.  See Rule 420(a) of
Regulation C.

Proposed Business, page 35

21. Please revise the business section to discuss in detail how
management intends to carry out its duty of seeking a target
business.

Contractual Arrangements, page 42

22. On the bottom of page 43, please describe in detail the "sever
penalties."

23. If the company finds a target, please describe whether the
company will obtain a legality opinion regarding the structure of
the
business combination prior to the vote by stockholders whether or
not
to approve the combination.

Management, page 53

24. Indicate the nature of the business of the firms mentioned
under
Richard L. Chang.

Certain Transactions, page 59

25. Discuss the terms of the notes payable, stockholders.

26. We note the statement that "[t]here is no limit on the amount
of
accountable out-of-pocket expenses reimbursable by us."  Please
discuss this statement in the use of proceeds section.

Underwriting, page 66

27. Please tell us whether the underwriter or any members of the
underwriting syndicate will engage in any electronic offer, sale
or
distribution of the shares and describe their procedures
supplementally.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.  Briefly describe any electronic
distribution in the filing, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously cleared by the Division`s Office
of
Chief Counsel.

28. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

29. We note the reference to "initial offering price" on page 67.
Please clarify the reason for this statement or delete the word
"initial."

Financial Statements

30. Please note the updating requirements for the financial
statements and related disclosures pursuant to Rule 3-12 of
Regulation S-X.

Note 4 - Commitments and Contingencies, page F-9

31. Please expand Note 4 to disclose any net settlement provisions
of
the underwriter`s purchase option ("UPO").  Also, revise to
clarify
the expected timing of the issuance of the UPO and tell us whether
the options will be issued regardless of the status of the
registration statement.  Disclose the estimated fair value and the
major assumptions used to value the UPO.  In regards to these
assumptions, we believe that a volatility assumption should be
used
that is in accordance with the principle outlined in paragraph 23
of
FAS 123R, and that the use of a minimum value method would not be
appropriate.  As applicable, please expand MD&A to discuss the
transaction and the likely future effect on your financial
condition
and results of operations.

Part II

Exhibits

32. File executed copies of all agreements that are in effect.
Forms
of agreements are not sufficient.

33. We note that many required exhibits, including the
underwriting
agreement and the opinion and consent of counsel, remain to be
filed
by amendment.

Exhibit 23

34. Provide a current consent of the independent accountant in any
amendment.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.

      You may contact Babette Cooper at (202) 551-3396 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Don Rinehart, who supervised the review
of
your filing, at (202) 551-3235 with any other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	Mitchell S. Nussbaum, Esq.
	Fax: (212) 407-4990
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David Y. Chen
Shine Media Acquisition Corp.
August 31, 2005
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