SecProbe.io

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Mail Stop 3561

								October 6, 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
		Amendment No. 1 filed September 20, 2005
      File No. 333-127093

Dear Mr. Chen:

      We have reviewed your amended 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 that the registration statement involves warrant
purchase
agreements with officers and existing stockholders of the company
who
have agreed to purchase warrants in the open market within the
first
30 days after separate trading of the warrants has commenced.  It
appears that the warrant purchase agreements are a bid or
inducement
during the restricted period and in violation of Regulation M.
Please advise how the company will comply with Regulation M.
Note that the company may request exemptive relief from the
Division
of Market Regulation.  If the company has any questions in regards
to
requesting exemptive relief, please contact the Trading Practices
Group at (202) 551-5720.

2. We note the contingent nature of part of the underwriters`
compensation.  In light of Regulation M, please include disclosure
in
the registration statement regarding when the distribution ends.
This disclosure may relate to when all of the shares have been
sold,
there are no more selling efforts, there is no more stabilization
or
the overallotment has been exercised.  Note that disclosure merely
stating that the distribution ends at the closing of the IPO is
insufficient.

3. Please tell us the factors you considered in determining to
value
this offering at $60,000,000.  What factors did you consider when
determining that you might need $54,000,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  It does not appear to the staff as though the
determination to value the offering at this amount is an arbitrary
decision and we would like to know the specific factors and
motivations behind the valuation.  This includes the time period
before the company`s corporate existence was established in June
of
2005 and encompasses any and all evaluations and/or discussions
that
may have taken place prior to the involvement of the principals
with
the formal entity of Shine Media Acquisition Corp.  Given
management`s extensive and high-level experience effecting
acquisitions, the precise nature of their knowledge about their
ability to effect a combination with a company whose fair market
value is equal to at least 80% of the company`s net assets may be
material information for which appropriate disclosure is required.
We may have further comment.

4. We note that your initial business combination must be with a
business with a fair market value of at least 80% of your net
assets
at the time of acquisition.  Please clarify throughout that there
is
no limitation on your ability to raise funds privately or through
loans that would allow you to acquire a company with a fair market
value in any amount greater than 80% of your net assets at the
time
of acquisition.  Disclose as well whether any such financing
arrangements have been entered into or contemplated with any third
parties to raise such additional funds through the sale of
securities
or otherwise.

Front Cover of Registration Statement

5. Please tell us the reason the Rule 434 box was checked on the
registration statement cover and advise us of the prospectus
delivery
intentions of the company concerning the rule.  If a term sheet is
to
be used, please furnish a copy.

6. We note that the registration statement covers "such
indeterminable additional securities as may be issued as result of
the anti-dilution provisions contained in the Warrants, The
Representative`s Unit Purchase Option and the Warrants included in
the Representative`s Units."  Please revise the disclosure to
state
that the indeterminate number of additional shares of common stock
shall be issuable pursuant to Rule 416 to prevent dilution
resulting
from stock splits, stock dividends or similar transactions.

Prospectus Summary, page 1

7. We reissue our previous comment eight.  We note the statements
that "we intend to acquire ownership of one or more Chinese
companies
in the advertising industry through a foreign entity....Our
concurrent acquisition of a foreign entity with the requisite
advertising experience."  Please define "foreign" and explain why
the
entity must be "foreign."  Any arrangements or understandings to
make
such an acquisition should be disclosed.  Financial statements
would
be required pursuant to Regulation S-X, Item 3-05.

8. Please clearly define "initial business combination" in the
context of control through "contractual arrangements."  What
arrangements would constitute "control?"

9. We note the disclosure that officers and directors have agreed
to
vote their shares "in accordance with the majority."  Please
disclose
what is meant by "in accordance with the majority."  For example,
does it mean that such insiders will vote their shares in the same
proportion as the vote by the public stockholders?  Does it mean
that
such insiders will vote the entirety of their shares either for or
against a business combination, as determined by the totality of
the
public stockholder vote?  Does it mean something else?

Risk Factors, page 9

10. The ninth risk factor does not appear to represent a material
risk under the circumstances since officers and directors and
their
affiliates will own only 16% of the outstanding shares after the
offering.

11. The 11th risk factor appears irrelevant in view of counsel`s
response to prior comment 9.

Use of Proceeds, page 25

12. We note the statement on page 27 that "[t]o the extent that
out-
of-pocket expenses exceed the available proceeds not deposited in
the
trust fund, such expenses would not be reimbursed by us unless we
consummate a business combination."  Please clearly indicate that
if
a business combination is not consummated, all of the funds held
in
trust would be returned to investors without any deductions.

Certain Transactions, page 57

13. Please identify the promoters.  See Item 404(d) of Regulation
S-
K.

Underwriting, page 64

14. We reissue our previous comment 29.  We note the reference to
"initial offering price" on page 65.  Please clarify the reason
for
this statement or delete the word "initial."

Part II

Item 16.  Exhibits

15. We note that the opinion and consent of counsel remain to be
filed by 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.

      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.
October 6, 2005
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