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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 June 30, 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)
  (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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  þ o




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TABLE OF CONTENTS
 PART I FINANCIAL INFORMATION
    
    
    F-1ITEM 1: FINANCIAL STATEMENTS
    
    
    F-1ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    1ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    6ITEM 4. CONTROLS AND PROCEDURES
    
    
    6PART II OTHER INFORMATION
    
    
    7ITEM 1: LEGAL PROCEEDINGS
    
    
    7ITEM 1A: RISK FACTORS
    
    
    7ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    7ITEM 3: DEFAULTS UPON SENIOR SECURITIES
    
    
    7ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    7ITEM 5: OTHER INFORMATION
    
    
    7ITEM 6: EXHIBITS
    
    
    7EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION
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##### Table of Contents



PART I
 FINANCIAL INFORMATION
 
 ITEM 1: FINANCIAL STATEMENTS
 TM ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Balance Sheets
 June 30, 2008(Unaudited)
    
    
    December 31, 2007ASSETSCurrent assets:Cash
    
    $
    163,629
    
    
    $
    465,373Prepaid expenses
    
    
    163,549
    
    
    
    199,930Total current assets
    
    
    327,178
    
    
    
    665,303Cash held in trust   restricted
    
    
    80,978,800
    
    
    
    80,978,800Total assets
    
    $
    81,305,978
    
    
    $
    81,644,103LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    675,498
    
    
    $
    299,025Total current liabilities
    
    
    675,498
    
    
    
    299,025Deferred underwriting fee
    
    
    3,281,600
    
    
    
    3,281,600Total liabilities
    
    
    3,957,098
    
    
    
    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
    
    
    (524,502
    )
    
    
    190,096Total stockholders equity
    
    
    52,975,838
    
    
    
    53,777,936Total liabilities and stockholders equity
    
    $
    81,305,978
    
    
    $
    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
    
    
    For the SixFor the Three
    
    
    from May 1,
    
    
    Months
    
    
    For the PeriodMonths
    
    
    2007
    
    
    Ended
    
    
    from May 1,Ended
    
    
    (inception) to
    
    
    June 30,
    
    
    2007 (inception)June 30, 2008
    
    
    June 30, 2007
    
    
    2008
    
    
    to June 30, 2008Formation and operating expenses
    
    $
    (667,647
    )
    
    $
    (26,294
    )
    
    $
    (1,520,696
    )
    
    $
    (1,816,294
    )Interest expense
    
    
    0
    
    
    
    (562
    )
    
    
    0
    
    
    
    (2,664
    )Interest income
    
    
    336,128
    
    
    
    136
    
    
    
    806,098
    
    
    
    1,294,456Loss before taxes
    
    
    (331,519
    )
    
    
    (26,720
    )
    
    
    (714,598
    )
    
    
    (524,502
    )Income taxes
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Net loss
    
    $
    (331,519
    )
    
    $
    (26,720
    )
    
    $
    (714,598
    )
    
    $
    (524,502
    )Net loss per share:Basic and diluted
    
    $
    (0.03
    )
    
    $
    (0.01
    )
    
    $
    (0.06
    )Weighted average shares outstanding:Basic and diluted
    
    
    12,505,000
    
    
    
    2,250,000
    
    
    
    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 June 30, 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
    
    
    
    
    
    
    $
    25,000Sale 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 six months ended June 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (714,598
    )
    
    
    (714,598
    )Balance at June 30, 2008 (unaudited)
    
    
    12,505,000
    
    
    $
    12,505
    
    
    $
    53,575,335
    
    
    $
    (524,502
    )
    
    $
    53,063,338
 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
    
    
    For the Period fromFor the Six Months
    
    
    from May 1, 2007
    
    
    May 1, 2007Ended
    
    
    (inception) to
    
    
    (inception) toJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008Cash flows from operating activities:Net loss
    
    $
    (714,598
    )
    
    $
    (26,719
    )
    
    $
    (524,502
    )(Increase) decrease in prepaid expenses
    
    
    36,381
    
    
    
    (124,707
    )
    
    
    (163,549
    )Increase in accounts payable and accrued liabilities
    
    
    376,473
    
    
    
    58,977
    
    
    
    675,498Net cash provided by operating activities
    
    
    (301,744
    )
    
    
    (92,449
    )
    
    
    (12,553
    )Cash flows from investing activities:Cash placed in trust
    
    
    0
    
    
    
    0
    
    
    
    (80,978,800
    )Net cash used in investing activities
    
    
    0
    
    
    
    0
    
    
    
    (80,978,800
    )Cash flows from financing activities:Proceeds from sale of shares of Common Stock to Initial
Stockholders
    
    
    0
    
    
    
    25,000
    
    
    
    25,000Proceeds from sale of units to public
    
    
    0
    
    
    
    0
    
    
    
    82,040,000Proceeds from private placement of warrants
    
    
    0
    
    
    
    0
    
    
    
    2,100,000Proceeds from note payable to Initial Stockholder
    
    
    0
    
    
    
    100,000
    
    
    
    100,000Proceeds from sale of underwriters purchase option
    
    
    0
    
    
    
    0
    
    
    
    100Payment of deferred offering costs
    
    
    0
    
    
    
    0
    
    
    
    (3,110,118
    )Net cash provided by financing activities
    
    
    0
    
    
    
    125,000
    
    
    
    81,154,982Net increase in cash
    
    
    (301,744
    )
    
    
    32,551
    
    
    
    163,629Cash at beginning of period
    
    
    465,373
    
    
    
    
    
    
    
    Cash at end of period
    
    $
    163,629
    
    
    $
    32,551
    
    
    $
    163,629Supplemental disclosure of non cash financing activities:Accrual of deferred underwriting fee
    
    $
    3,281,600
    
    
    
    
    
    
    $
    3,281,600
 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
     F-5




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Basis of Presentation
 Cash and cash equivalents
 F-6




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Concentration of Credit Risk
 Income Taxes
    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
 F-7




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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
 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.
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6. Preferred Stock
   F-10




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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
    4




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Off-Balance Sheet Arrangements
  Impact of Recently Issued Accounting Standards
 Fair Value Measurements Fair Value
Measurement
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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
   6




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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:
    /s/ Theodore S. GreenName:
    Theodore S. GreenTitle:
    Chairman, Co-Chief Executive Officer and
Interim Chief Financial Officer 8