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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
 For the quarterly period ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-33746
 TM ENTERTAINMENT AND MEDIA, INC.
  Delaware
    
    20-8951489(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization) Identification No.)307 East 87th Street, New York, NY
    
    10128(Address of principal executive offices)
    
    (Zip Code)Registrants telephone number, including area code: (212) 289-6942
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 þ o




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TABLE OF CONTENTS
 PART I FINANCIAL INFORMATION
    
    
    1ITEM 1: FINANCIAL STATEMENTS
    
    
    1ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    11ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    15ITEM 4. CONTROLS AND PROCEDURES
    
    
    16PART II OTHER INFORMATION
    
    
    17ITEM 1: LEGAL PROCEEDINGS
    
    
    17ITEM 1A: RISK FACTORS
    
    
    17ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    17ITEM 3: DEFAULTS UPON SENIOR SECURITIES
    
    
    17ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    17ITEM 5: OTHER INFORMATION
    
    
    17ITEM 6: EXHIBITS
    
    
    17EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION




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PART I
 FINANCIAL INFORMATION
 
 ITEM 1: FINANCIAL STATEMENTS
 TM ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Balance Sheets
 March 31, 2008(Unaudited)
    
    
    December 31, 2007ASSETSCurrent assets:Cash
    
    $
    501,592
    
    
    $
    465,373Prepaid expenses
    
    
    191,367
    
    
    
    199,930Total current assets
    
    
    692,959
    
    
    
    665,303Cash held in trust   restricted
    
    
    80,978,800
    
    
    
    80,978,800Total assets
    
    $
    81,671,759
    
    
    $
    81,644,103LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    709,761
    
    
    $
    299,025Total current liabilities
    
    
    709,761
    
    
    
    299,025Deferred underwriting fee
    
    
    3,281,600
    
    
    
    3,281,600Total liabilities
    
    
    3,991,361
    
    
    
    3,580,625CommitmentsCommon stock  subject to possible conversion of 3,075,475 shares
    
    
    24,285,542
    
    
    
    24,285,542Stockholders equity:Preferred stock  1,000,000 shares authorized, $.001 par value, none outstanding
    
    
    
    
    
    
    Common stock  40,000,000 authorized, $.001 par value, 12,505,000
outstanding (which includes 3,075,475 shares subject to possible conversion)
    
    
    12,505
    
    
    
    12,505Additional paid-in capital
    
    
    53,575,335
    
    
    
    53,575,335(Deficit)/ retained earnings accumulated during the development stage
    
    
    (192,984
    )
    
    
    190,096Total stockholders equity
    
    
    53,394,856
    
    
    
    53,777,936Total liabilities and stockholders equity
    
    $
    81,671,759
    
    
    $
    81,644,103
 The accompanying notes are an integral part of the condensed financial statements.
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TM ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Statements of Operations
(unaudited)
 For the Period from May 1, 2007
    
    
    For the Three Months Ended(inception) to March 31, 2008
    
    
    March 31, 2008Formation and operating expenses
    
    
    (1,148,648
    )
    
    
    (853,050
    )Interest expense
    
    
    (2,664
    )
    
    
    0Interest income
    
    
    958,328
    
    
    
    469,970Loss before taxes
    
    
    (192,984
    )
    
    
    (383,080
    )Income taxes
    
    
    0
    
    
    
    0Net loss
    
    $
    (192,984
    )
    
    $
    (383,080
    )Net loss per share:Basic and diluted
    
    
    
    
    
    $
    (0.03
    )Weighted average shares outstanding:Basic and diluted
    
    
    
    
    
    
    12,505,000
 The accompanying notes are an integral part of the condensed financial statements.
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TM ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Statement of Stockholders Equity
For the period from May 1, 2007 (inception) to March 31, 2008
 (Deficit)RetainedEarningsAccumulatedCommon
    
    Common
    
    Additional
    
    DuringStock
    
    Stock
    
    Paid-In
    
    Development
    
    StockholdersShares
    
    Amount
    
    Capital
    
    Stage
    
    EquityIssuance of Common Stock
to Initial Stockholders on
May 1, 2007 at $.011
per share
    
    
    2,250,000
    
    
    $
    2,250
    
    
    $
    22,750
    
    
    
    
    
    
    $
    5,000Sale of Private Placement
Warrants
    
    
    
    
    
    
    
    
    
    
    2,100,000
    
    
    
    
    
    
    
    2,100,000Sale of 10,255,000 units
through public offering
(net of underwriters
discount and offering
expenses) Including
3,075,475 shares subject
to possible conversion
    
    
    10,255,000
    
    
    
    10,255
    
    
    
    75,738,027
    
    
    
    
    
    
    
    75,748,282Proceeds from sale of
underwriters purchase
option
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Proceeds subject to
possible conversion
    
    
    
    
    
    
    
    
    
    
    (24,285,542
    )
    
    
    
    
    
    
    (24,285,542
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    190,096
    
    
    
    190,096Balance at December 31,
2007
    
    
    12,505,000
    
    
    
    12,505
    
    
    
    53,575,335
    
    
    
    190,096
    
    
    
    53,777,936Net loss for the three months
ended March 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (383,080
    )
    
    
    (383,080
    )Balance at March 31,
2008 (unaudited)
    
    
    12,505,000
    
    
    $
    12,505
    
    
    $
    53,575,335
    
    
    $
    (192,984
    )
    
    $
    53,394,856
 The accompanying notes are an integral part of the condensed financial statements.
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TM ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Statements of Cash Flows
(unaudited)
 For the Period fromMay 1, 2007
    
    
    For the Three(inception) to March
    
    
    Months Ended31, 2008
    
    
    March 31, 2008Cash flows from operating activities:Net loss
    
    $
    (192,984
    )
    
    $
    (383,080
    )(Increase) decrease in prepaid expenses
    
    
    (191,367
    )
    
    
    8,563Increase in accounts payable and accrued liabilities
    
    
    709,761
    
    
    
    410,736Net cash provided by operating activities
    
    
    325,410
    
    
    
    36,219Cash flows from investing activities:Cash placed in trust
    
    
    (80,978,800
    )
    
    
    0Net cash used in investing activities
    
    
    (80,978,800
    )
    
    
    0Cash flows from financing activities:Proceeds from sale of shares of Common Stock to Initial Stockholders
    
    
    25,000
    
    
    
    0Proceeds from sale of units to public
    
    
    82,040,000
    
    
    
    0Proceeds from private placement of warrants
    
    
    2,100,000
    
    
    
    0Proceeds from note payable to Initial Stockholder
    
    
    100,000
    
    
    
    0Proceeds from sale of underwriters purchase option
    
    
    100
    
    
    
    0Payment of deferred offering costs
    
    
    (3,110,118
    )
    
    
    0Net cash provided by financing activities
    
    
    81,154,982
    
    
    
    0Net increase in cash
    
    
    501,592
    
    
    
    36,219Cash at beginning of period
    
    
    
    
    
    
    465,373Cash at end of period
    
    $
    501,592
    
    
    $
    501,592Supplemental disclosure of non cash financing activities:Accrual of deferred underwriting fee
    
    $
    3,261,600
 The accompanying notes are an integral part of the condensed financial statements.
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TM ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Condensed Financial Statements
 1. Basis of Reporting
  2.  Organization and Business Operations
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Cash and cash equivalents
 Concentration of Credit Risk
 Income Taxes
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Net Loss Per Share
 Use of Estimates
 Fair Value Measurements 
  
    
    Level 1  Quoted prices in active markets for identical assets or liabilities.
    
    Level 2  Inputs other than Level 1 that are observable, either
directly or indirectly, such as quoted prices for similar assets or
liabilities, quoted prices in markets that are not active, or other
inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities.
    
    Level 3  Unobservable inputs that are supported by little or no
market activity and that are significant to the fair value of the
assets or liabilities.
  The Fair Value Option for Financial Assets and
Financial Liabilities
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3.  Initial Public Offering
    4.   Related Party Transactions
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5. Common Stock Subject to Possible Redemption
   
    
    the initial amount in the Trust Account which includes the amount attributable
to deferred underwriting discounts and commissions and all accrued interest (less taxes
payable and up to $1,500,000 of interest income released to the Company to fund its
working capital), as of two business days prior to the proposed consummation of the
Business Combination, divided by
    
    the number of shares of Common Stock sold in the Offering.
  6.  Preferred Stock
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward Looking Statements
  
    
    Ability to complete a combination with one or more target businesses;
    
    Success in retaining or recruiting, or changes required in, our management or
directors following a business combination;
    
    Potential inability to obtain additional financing to complete a business combination;
    
    Limited pool of prospective target businesses;
    
    Potential change in control if we acquire one of more target businesses for stock;
    
    Public securities limited liquidity and trading;
    
    The delisting of our securities from the American Stock Exchange or an
inability to have our securities listed on the American Stock Exchange following a
business combination;
    
    Use of proceeds not in trust or available to us from interest income on the
trust account of the Company (Trust Account) balance; or
    
    Financial performance.
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Overview
      
    
    may significantly reduce the equity interest of our current stockholders;
    
    may subordinate the rights of holders of Common Stock if preferred stock is
issued with rights senior to those afforded to our Common Stock;
 
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
    
    may cause a change in control if a substantial number of our shares of Common
Stock or preferred stock are issued, which may affect, among other things, our
ability to use our net operating loss carry forwards, if any, and most likely also
result in the resignation or removal of one or more of our present officers and
directors; or
    
    could enhance or adversely affect prevailing market prices for our securities.
  
    
    default and foreclosure on our assets, if our operating revenues after an
initial transaction were insufficient to pay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness, even if we have made
all principal and interest payments when due, if the debt security contained
covenants that required the maintenance of certain financial ratios or reserves
and any such covenant were breached without a waiver or renegotiation of that
covenant;
    
    our immediate payment of all principal and accrued interest, if any, if the
debt security was payable on demand; or
    
    our inability to obtain additional financing, if necessary, if the debt
security contained covenants restricting our ability to obtain additional
financing while such security was outstanding.
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Results of Operations
     Liquidity and Capital Resources
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Off-Balance Sheet Arrangements
  Impact of Recently Issued Accounting Standards
 Fair Value Measurements Fair Value
Measurement
 Application
of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement Under Statement 13 Effective Date of FASB Statement No. 157 Accounting for
Leases
 The Fair Value Option for Financial Assets and Financial Liabilities The Fair Value Option for Financial Assets and Financial Liabilities
 Business Combinations Business Combinations
 Noncontrolling Interest in Consolidated Financial Statements Noncontrolling Interest in Consolidated Financial Statements
 Disclosures about Derivative Instruments and Hedging
Activities
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Accounting for Derivative
Instruments and Hedging Activities
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES.
 Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
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PART II
 OTHER INFORMATION
 
 ITEM 1: LEGAL PROCEEDINGS
  
 ITEM 1A: RISK FACTORS
  
 ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3: DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5: OTHER INFORMATION
  
 ITEM 6: EXHIBITS
 (a)
    
    Exhibits:
 31.1
    
    Certification by Co-Chief Executive Officer and Interim Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification by Co-Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification by Co-Chief Executive Officers and Interim Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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SIGNATURES
   TM ENTERTAINMENT AND MEDIA, INC.By:
Name:
    
    /s/ Theodore S. Green

Theodore S. GreenTitle:
    
    Chairman, Co-Chief Executive Officer and
Interim Chief Financial Officer